


Inspecting the Troops

by Snootiegirl



Category: Star Wars Prequel Trilogy, Star Wars: The Clone Wars (2008) - All Media Types
Genre: Clone Sex, Clones, F/M, Het, Het and Slash, Heterosexual Sex, M/M, Multi, PWP with Plot!, Rexoka, Slash, Threesome - F/M/M
Language: English
Status: Completed
Published: 2013-06-26
Updated: 2013-07-23
Packaged: 2017-12-16 07:19:08
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 7
Words: 27,263
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/859409
Author URL: https://archiveofourown.org/users/Snootiegirl/pseuds/Snootiegirl
Summary: <blockquote class="userstuff">
              <p>What started as a PWP for Rexoka has ballooned into a six chapter (and counting) story with some sort of plot. </p><p>Ahsoka and Captain Rex explore their relationship, sometimes just the two of them and sometimes not.</p>
            </blockquote>





	1. Chapter 1

Ahsoka entered the training room where two dozen troopers were exercising, lifting weights, and sparring on the mats. She took a command stance with her hands on her hips and surveyed the group. Her men--the 501st. She was proud and humbled to serve with them.

Stepping forward, she caught her Captain's eye. With a nod of her chin, he understood she needed the men's attention.

"Atten-shun!" His voice rang out over the cacophony of voices. Immediately, all of the soldiers snapped to, a few even running out of the showers in various states of dress and undress.

"At ease," Ahsoka ordered. "Orders just came in for troop inspections. While the General is off-ship, I will be handling them myself. This round will concentrate on weapons handling, situational awareness, and armor deployment. Captain Rex will put together a schedule. I'll see you in pairs beginning tomorrow 0700. That is all." She dismissed them and waited for Rex to find her for his specific role in this endeavor.

"Commander," he greeted her.

"Rex, I'll have you assist me with the inspections. We've an odd number, and that means you'll be without a partner for your inspection. You can go last," she concluded.

"Yes, sir," the Clone Captain assented. "I'll have a schedule to you within the hour."

"Thanks, Rex. That is all, " Ahsoka said and turned on her heel. She strode out of the room, head held high, Commander of the best troops in the GAR.

\------

The next morning, precisely at 0700, ARC troopers Echo and Fives reported to the small training room reserved for the inspections. Fives grumbled at being forced to go through inspection first thing I the morning. As Clones went, he wasn't much of a morning person.

Echo did his best to smooth his brother's complaints. "Look at it this way, Fives, we'll be done and out of here and have the rest of the day to sweat the other guys." He knew his brother well. A large smile appeared on Fives' face.

"Yeah, we can really wind them up over their 'inspection,' can't we?" he said with mischief in his honey brown eyes. Echo roles his eyes even though it was mission accomplished in getting Fives out of his sulk.

"Troopers," the Captain greeted the pair.

"Hey, guys," Ahsoka used a more informal welcome. "Ok, let's get this moving." She was less than enthusiastic about the exercise.

Each pair came in at their appointed time and passed the inspection with flying colors as Captain Rex had expected. The whole thing took most of the day, not stopping for lunch but eating as they continued working. By the time 2000 rolled around, both he and Ahsoka were looking fatigued.

"Perhaps my inspection could wait until the morning, Commander," Rex suggested as the last pair walked out of the room. Ahsoka's head snapped up, and she looked momentarily spooked.

Trying to cover up her reaction, she looked back down at the datapad she was holding and said, "No, no, Captain. It's fine. I can perform one little inspection on my own. Maybe I will sit down for this one though." She pulled a plastoid chair up in front of the marked off inspection area and plopped down, spreading her knees slightly and leaning forward with her hands onto her knees. Rex swallowed hard as his eyes landed on her breasts that were being slightly presented by the positioning of her arms.

Raising her eyes slowly to his, she asked him, "Are you ready?"

Plopping his bucket on his head, he replied, "Yes, sir!" and stood at attention, trying to drown his distraction and observation of her body.

"Ok, Rex, it says in my instructions that the Caption inspection has to be a little more . . . rigorous." Her smile sent a shiver through him.

Ahsoka had her own kind of inspection planned for her Captain. Looking up, she rubbed her eyes and said, "I am feeling a little tired. Do you mind if I dim the lights a little? My eyes are starting to burn a bit." She blinked her wide eyes in innocence.

"Not at all, sir," was the Captain's reply. That was odd, he thought.

Ahsoka lifted a hand and the lights dimmed. Rex's eyes widened fractionally to watch her use the Force in this manner. He was impressed despite himself. He tried not to ogle the things the Jedi could manage through the Force most of the time, but her effortlessness was somehow pleasing.

"Ok, Captain. That's better. Let's begin. First, we'll see how you handle your weapon," she put a slight emphasis on the last word that had Rex cocking his head to the side a little. He drew both deecee's and aimed at the targets. His aim was flawless, and he handled his weapons with both care and skill. Ahsoka made notes on her datapad.

"Now, just one, Captain," she instructed. "Just in case you lost one or lost use of one hand, carrying someone who was injured."

Rex adjusted his stance and placed one hand behind his back. His aim was just as good.

"Hmm," Ahsoka said and tapped her forefinger on her lips. "But if you were carrying someone over a shoulder, it would throw your weight off." She stood and smoothed her skirt. "I know I'm not as heavy as another trooper, but you'll just have to imagine," she said, smiling again. She's smiling at me a lot, thought Rex.

She stood in front of him and offered an arm. He hefted her up over his shoulder in a fireman's carry, wearing her like a stole around his neck. She barely registered on top of the weight of his armor. He clasped the arm and her ankle in one hand and raised his deecee with the other.

This time he fired probably a little longer than was strictly necessary, but he enjoyed the feel of her curled around him. He could smell her skin through the air filters of his helmet, spicy like cinnamon, but cool like peppermint. He only realized he had a tight grip on her wrist and ankle when she started to squirm and protest. He had begun to daydream about carrying her somewhere other than this empty training room that smelled like the bodies of his brothers.

After Ahsoka was placed back onto her feet, she walked to her waiting datapad and said, "Well done, Captain. You perform well under pressure. And adapt to circumstances with little compromise of your skills. I'm also going to note that you've got a good grip on your weapon," she remarked. Rex frowned just a little at the unconventional assessment.

But he had finished the requisite drills, so they moved on to situational awareness. This exercise was even more interactive. Rex had handled this part with the other troopers; but with just the two of them, Ahsoka stood up and placed her datapad back onto the vacated chair once again.

"I won't use the Force, Rex, but I'm not going to hold back otherwise," she informed him, taking a ready defensive stance. Rex just nodded. She leapt at him, grabbing his ankles and taking the big man down in seconds. She stood over him in triumph.

"You getting old or something?" she asked him with a small smile as she helped him to his feet. But he surprised her by pulling her toward him and locking her arms behind her. She grunted with surprise. He only held her for seconds--just to make his point--but as soon as he released her, the tables were turned again.

This time she put her hands on the floor, flipped up and grabbed his neck with her thighs. She used her momentum to bring him down onto a shoulder, rolling him to his back, and then straddling his neck on the floor. "Never let your guard down, Captain," she warned him breathily.

"Yes, sir," he replied, glad of his helmet to hide the surprising flush on his face.

She stood up and let him sit. "That's enough of that," she pronounced. "I'm going to make a note that sometimes your situational awareness can be a tad . . . thrown?" She stalked around him like a predator. "You were . . . distracted? What exactly prompted you to let me go, Captain?"

Rex looked up at Ahsoka not quite sure what she was inspecting now. He sat with his arms draped across his knees. "Just what you said, Commander. Distracted." His voice held a little steel in it. He did not like being made fun of. What was Ahsoka playing at here?

"Next on my list of inspections is armor deployment," Ahsoka informed him. She looked at Rex with a flat expression, but her eyes were dancing.

Rex slowly rose to his feet. "Yes, sir," he said again, now his voice was covered in ice but strangely heated at the same time. "What is an 'armor deployment' inspection, Commander? I wasn't aware of that inspection with any of the other men." He narrowed his eyes even though he knew she could not see them through his dark visor.

Ahsoka stood with her back to him. A secret smile crept across her full lips. She crossed her arms across her chest and turned back to face the Captain. "It's for command officers only," she explained. Then she began a slinky walk toward him, looking down at her feet and then up at him through her eyelashes. "Remove your helmet, Captain," she ordered.

Rex unsnapped the airlock on his helmet and eased it off to look Ahsoka directly in the eye. She held out her hand for his bucket. He handed it over with no more words, just the hard look in his eyes. She placed his helmet on her chair, over the datapad. She had not picked up the device to make any notes at all. Rex noted it absently as his mind worked over the problem in front of him.

"Now the gauntlets," she pointed. "I am timing you, Captain." She continued to stalk around him as he removed his arm protection. He threw the gauntlets to the floor instead of handing them to her, his little act of defiance to this unorthodox 'inspection.'

Piece by piece, his armor was removed and made a tidy little pile on the ground--paldrons, kama, and plates. Finally, he stood rigidly at attention in nothing but his body stocking.

"Why," he growled, "does HQ need to know about removal of armor?" He began to spin scenarios in his head about the speed at which his brothers might need to be unarmored. None of them were happy scenarios--chemical, biological, psychological warfare--and the effects on an armored body. He didn't like the thought of any of them.

"Well," Ahsoka said in a low voice from her position behind him, "This isn't exactly an inspection for the army." She punctuated this announcement with a finger to Rex's back. She dragged the finger down along the lines of muscle over the back of his ribcage, her heart speeding up. "I'm inspecting for myself." She planted her feet in front of Rex, rising to her full height which was still less than his. She smiled into his puzzled expression.

"Ah," Rex breathed. Now his heart sped up to join hers as he recognized this dance.

"Now the body suit," she prompted.

Rex complied with military precision. The top was up and over his head in split seconds. But he paused at the leggings. Looking Ahsoka square in the eye, he said, "I could use a hand--or two--Commander." His voice was gravelly in his throat. His eyes darkened and raked down Ahsoka's form. All of his earlier anger had evaporated as he became a willing participant in her play.

Ahsoka's breath caught in her throat at his voice and words. Pursing her lips, she leaned dangerously close to him and hooked her slender thumbs into the waistline of his pants. Excruciatingly slowly, she began easing the stretchy material down. After a mere fraction of centimeters, Rex's large hands covered hers and squeezed. Then he shucked the material down to his ankles and kicked it off precisely.

Rex took a half step back and crossed his arms. With an impassive look, he took in Ahsoka's slight surprise. "You wanted to inspect the troops, Commander. So inspect me," he goaded her, and snapped to attention.

Recovering her composure and sparkle, she clasped her hands at the small of her back and began circling her Captain. He stood rigidly at attention, demonstrating the controlled power that lay within his musculature. He could kill a person in a hundred different ways before that person could utter a whisper. But Ahsoka also knew the kindness and caring of his large hands and strong arms. He had held her in her darkest moments when she needed a friend.

But now was not the time for friendship. Now she was on the prowl. She had decided she was tired of waiting for things to progress naturally between them. She was done waiting for the stalwart Captain to make his move. She was pretty well convinced that he would not violate the chain of command for his own personal pleasure. Ahsoka's personal pleasure would command him instead.

She reached a cool hand out to lightly touch the warm skin on his buttocks. They were high and taut from hundreds of thousands of squat exercises. He knew how to fine-tune his body, but Ahsoka was looking forward to the two of them discovering new music together. Before removing her hand completely, she cupped the soft roundness. A soft hiss escaped Rex's throat.

Stepping closer to his exposed backside, Ahsoka used her lekku to brush along his lower back. Their shivers mirrored each other as she slithered down his warm skin. The pimpling of his skin intrigued her as her physiology had no such response. She ran her fingers across the little mounds and was rewarded with another shiver from her Captain.

So far, Rex had let her set the pace. And she was happy with that. "At ease," she breathed onto his back. He carefully spread his legs and reached back to grasp around her waist instead of at the small of his back. His calloused fingers brushed across her smooth skin and elicited small mewls from the back of her throat. Her arms crept up his sides and around his abdomen as she hugged her body close to his. She luxuriated in the maleness of his smell as she tickled his spine with her nose.

"Rex," she sighed his name. He released her waist, and turned in her arms to face her.

"Let's find somewhere more private," he suggested. Ahsoka nodded her assent and tried to keep from panting her desire. Rex quickly donned his body suit and scooped up his armor. Without any words, they agreed that Ahsoka's room was their destination for any number of reasons beginning with distance from the barracks and ending with the attached 'fresher.

\------

Without any preamble, Rex reached for her. She wasn't sure at first what his intentions were. He seemed possessed. He spun her around and pinned her to the wall, glaring at her with an intensity she had only seen on the field of battle before. She couldn't help smirking at him to relieve a little of her nervous energy.

All impishness turned into a different channel as his mouth covered hers like she had wanted and hoped for. Her predatory mate was claiming her in a way she submitted to completely. She could taste his need, his desire, his lust for her in her own mouth. His tongue battered her, and she welcomed it. Welcomed the release of pent-up emotions as she veritably exhaled any leftover apprehension and doubt into him. He swallowed it immediately.

Ahsoka couldn't help the gasp that escaped her as he pressed into her body, but the noises she heard coming from her own throat cancelled out all thought but Rex. Her Captain. Her friend. Her confidant. Her mate. He would be her everything after this act--and the many repetitions of it in the future.

No words were exchanged as they took from each other what they wanted, what they had been seething for the past few months. The slow boil was over the edge now. She had never before felt the charge that his touch gave her. Even his gaze made her tingle as if some electricity shot between them if they got too close.

Ahsoka smiled to herself as she remember how much she had teased this poor man with her 'inspection'. Some of it couldn't be helped, she rationalized. I needed to make the first move because I knew Rex would be able to come up with one thousand and one reasons why he shouldn't 'take advantage' of me. But she wanted him with a fire that burned her usually cool skin. To hell with protocol and regulations.

But Ahsoka liked having this power over Rex. She liked feeling like a fully mature woman who had the sexual appeal to control him. She felt strong and powerful in a completely different way than she ever had before. This wasn't the Force. This wasn't her prowess with a lightsaber. This wasn't even her rank in the GAR. This was only her and her body, exerting control over those around her. It was a realization that every woman could make in her lifetime--though not all did.

She knew that a Jedi should not feel such things. A Jedi knows peace. A Jedi helps the weak and does not seek power for its own sake or for her own. Oh well, she thought. Jedi aren't supposed to wage war either. Awfully convenient how that part of the Code has been ignored.

She let Rex take the lead in their lovemaking now, but she knew that she was the one who had brought this all to fruition. She had long ago admitted to herself that she was deeply attached to Rex. She loved him. She wanted him in her life. He made her happy, and she thought she made him the same.

Judging from the sounds he was making, the insistence of his hips as they ground into her, and the sinful things his lips and tongue were doing all over her body, she had to imagine that he was pretty happy now.

Rex finally got to perform his own inspection of his Commander now that they were alone. He tore her top from her body and slid her skirt down off of her hips. One little shimmy of her slim hips, and the skirt hit the floor without any resistance.

She leapt up and encircled his waist with her strong thighs. She rubbed and moaned and tilted and squeezed. When his lips met hers again, they spent some time exploring each other's mouths. It was rough and owning, but at the same time, Ahsoka wouldn't have had it any other way. She wanted Rex to take her, not ask permission, not hide behind regulations. She was a willing participant. This was their reward for a job well done.

He wrenched away from her and raked her montral to toe with his ravenous gaze. She didn't shrink from his appraisal. How could she? This was Rex. And her newfound female power said that her body was exactly what he wanted. He just needed to appreciate it with all of his senses--eyesight was taking its fill now.

"Do I pass inspection, Captain?" she teased him.

Her lips started to form a little flirty smirk when he grabbed her and smashed their mouths together once again. Now that she wasn't pinned to the wall, she was able to exert just a little of her will over their position. She started to move toward her bed, and Rex followed willingly.

Her hands fell to the hem of his shirt and began pulling it up to expose his olive skin to her touch. He wasn't the only one who wanted to see everything. Their lips only parted so that he could quickly slip it over his head, and then they were joined again, this time chest to chest with hot skin and sweat co-mingling.

Sinking onto the side of the bed, Ahsoka hooked her fingers into the waistband of Rex's pants again. This time, she quickly urged them down over his hips and freed his now throbbing erection. Her hands slid back up his corded thighs to brush lightly through his hair. Hair fascinated Ahsoka--but none so much as Rex's curly bunches roughy catching on her fingertips. She looked up into his eyes.

He was watching her with arousal and not a little bit of amusement. She stuck out her tongue at him, and without removing her eyes from his, bent forward and licked a line from his pubic hair to his navel. He was the one to break the eye contact and throw his head back with a groan. Placing a little kiss on his stomach, she turned her attention back to his cock.

Her hands grasped the root and squeezed gently. Then she roughly drug both hands upward to the tip. His pre-cum already pooling and running down his foreskin, Ahsoka made little circles with her thumb. Then she leaned in and tentatively tasted him. He knees buckled, and he sat down hard on the bed next to her. She shifted to the floor on her knees and snuggled up between his legs.

Without removing her grip on him, she kissed the insides of his thighs on her way back to her destination. This time, she opened her mouth and rubbed her full lips around the tip of his cock, smearing the pre-cum over them both. Mindful of her sharp, predatory teeth, she wrapped her more than adequate lips over them and slid down onto his length.

Rex had never felt the heat engulfing him before. He was inexperienced as most of the Clones were. He knew that some brothers preferred each other, and that was fine with him as long as it didn't interfere with their duty. But he had always had a thing for the curves of females. And Ahsoka had curves in spades. As she worked his cock, his hand came up to nestle under her backtail and on her neck. She was working up a sweat.

He didn't pull on her but let her set the pace since he didn't want to hurt her (or himself on those teeth) in any way. He felt sensation starting to circle and pool in his groin. He wondered if she knew that he was getting close to coming in her mouth.

"Ahsoka," he ground out. "I'm going to--uhhh."

She paused only for a second to reassure him. "It's ok, Rex. I want you to." Then she was back working him as he had never imagined. The sight of her beautiful and sassy mouth on his manhood was an image he would hold to his dying day. In the pit of hell that was battle, he would always have the memory of this beautiful woman pleasuring him.

With a gasp and groan, Rex gave over to his release. The muscle spasms that traveled the length of his body took over for endless seconds. Ahsoka swallowed and continued to stroke him until he began to soften. Then she released him carefully and placed a sweet kiss on his tip. He shivered at even that slight touch.

He collapsed back onto the bed with his feet still on the floor. She climbed up over him and snuggled up into his right side. He opened his eyes to look into hers. She smiled a warm smile at him and asked, "Okay?"

He responded with a deep kiss. Recovering faster from his climax by amping up his arousal again, he began to explore her montrals and lekku. Ahsoka realized that her own touch on those appendages was nothing compared to that of a lover. Her skin was on fire everywhere he touched, kissed, nipped, and she couldn't help the sound that began issuing from her throat. Hisses, gasps, growls. Rex seemed to like the growls best.

Rex rolled over to cover her small body completely with his own, still supporting his weight to avoid crushing her. Ahsoka could feel his thigh snug up between her own legs. She wriggled against it to create delicious friction for her clitoris. Her eyes rolled back in her head as she felt herself begin to wet his skin with her own juices. When she opened her eyes to check his reaction, she saw a smoky fire in his honey-colored eyes. Those eyes owned her in that moment.

He moved to her breasts and stimulated with both tongue and voice box. His groans against her skin sent shots of pleasure up and down her spine and directly to her groin. She was starting to lose any semblance of rational thought. He was just so talented, and she was just so enslaved to him.

As he moved even farther down her body, she regained some composure and felt her power returning. She would own her own pleasure as much as his, despite his seeming control of the situation.

When his hand slipped between her legs to brush against her lips, she allowed herself to focus on just his fingers. The comfort she felt as he cupped her was replaced by excitement and fiery arousal as he teased her clitoris and then slipped two slicked fingers inside. She clenched her muscles to grasp those digits which had ensured her safety so many times--and were now ensuring her bliss.

She couldn't help pronouncing his name, like a prayer, a plea, and a swear all at once.

"Rex. . ."

Finding her voice unleashed even more desire within Ahsoka. She was not willing to wait for completion. They would be joined as one. She wouldn't accept anything less, and she suspected Rex felt the same. He bit her firmly without breaking the skin, and her suspicions were confirmed. He knew what biting did to a Togruta.

His fingers moving inside of her reminded her they were joined in other ways. But she wanted more. He placed his other hand under her knee to separate her legs and allow him better, complete access. When he finally nestled his hips into hers, she knew she never wanted the sensation to end.

Her sopping wet, scorching hot core mingled with his length as she marveled again at the feeling of hair against her body. Against her most intimate spaces. There was nothing between them but their own skin. He paused briefly with the head of his cock brushing against her vaginal passage. Removing his fingers, he slowly and torturously sucked her juices off of them, making a sound of satisfaction. Ahsoka shivered at the display.

As he reached forward to make sure she faced him, their eyes mirrors of dark passion and claiming lust, his hips surged forward and into her, penetrating her in a single stroke. She felt his every inch sink deeply inside her where she claimed him as much as he claimed her.

Mine! their thoughts mirrored as well.

Knowing that her species had a great deal of strength in this position, she actually sought to relax herself a little. She didn't want to hurt him. His heat, his length, his hardness overloaded her senses, and she bowed her back toward him. She felt his arms snake around her middle and heard his snarl. She loved his aggression and fed off of it.

She slowly increased the pressure she knew she could create around his cock until he shuddered in sensation. Then she backed off a little when she sensed he was ready to move within her. She was craving the internal friction too.

He pistoned into her willing body as she met him stroke for stroke. Their mingled moans and cries filled her senses. He tightened his grip on her, crushing them together the best that two humanoids could to become one. She heard her heartbeat in her head as it pumped her blood faster and faster, nearer and nearer her ultimate release.

When Rex drew her up and into his lap, she felt her sexual power surge again. The angle of his penetration was deeper and stronger in this position. She keened in surprise at the increase in pleasure, thinking she had reached her ceiling before. But this was even better.

She began begging him in little gasps, knowing her words, her voice, would be a catalyst for his pleasure as well as her own. She scratched his skin, feeling him everywhere she could, savoring the texture of him. She liked the rougher skin against hers. The impressions it elicited were beyond her imagination.

She allowed Rex the illusion of driving their lovemaking, gripping her hips and moving her up and down. But she was compliant and a willing helpmate in the action. Her orgasm caught her completely off-guard, and she was shrieking to the Togrutan deities before his kiss enveloped her and ingested the rest of her sounds.

In the throes of her orgasm, she had no control over her muscle spasms. She knew that she was squeezing his cock mercilessly, but his posture and body language told her he was not complaining. He lifted her up and came up to his knees as his orgasm ripped through him. She milked him for every drop and watched the emotions and physical sensations cross his usually stoic face.

When his eyes rolled back, she knew that he was not long for consciousness. In her reading about her species, she had come across several warnings about coupling with other--more fragile--species. The pressure her vaginal walls could generate would be enough to cause fainting from blood pressure shifts.

They fell softly to her bunk, still wrapped up in each other arms and bodies. She watched him slumber, running her hands across his scalp, his shoulders, his biceps, and all the other places she could reach but hadn't had time earlier to explore. Now she was at her leisure, luxuriating in the feel of him inside her body and out.

After several years as a soldier, the only innocence she really had left was her sexual innocence. Now she had willingly and willfully give that up as well. At least she could say that she had discovered her own sexual power within the protection and embrace of someone who respected, valued, and loved her.

And he was damn hot too. She had been inspecting that since Christophsis.

 


	2. Chapter 2

**Summary for the Chapter:**

> Another interlude in a more daring location.

Chapter 2

"Captain?"

"Yes, Commander?"

"How's the range on this?"

"Looks good to me."

"Hold this, please."

"Yes, sir."

silence except for breathing

"Still good, Captain?"

Pause. "Yes, sir."

"Good. I'd hate to think that I'm not getting the hang of this. Or learning some new tricks."

Grunt. "Sir. Yes, sir."

In the Strategic Operations room, the Captain and his Commander were alone. He stood with his back to the holomaps and instead faced the immensity of space. He studied the little dots of light in the black canvas. He stood at parade rest, his helmet resting on the table behind him. Strangely, his posture was a little lax and his head lolled a little back toward his shoulder blades.

The Commander was on her knees in front of him.

Fully attired in his armor, the Captain held one important piece in his folded fingers resting on his hips. His groin shield. He had no need of a shield at the moment. In fact, the piece of armor would have been his greatest enemy. He let out another grunt followed by a deep groan of satisfaction.

The Commander pulled back a little to smile without taking chances of her sharp teeth damaging any of the Captain's skin. She wanted to term the dermis 'delicate' but couldn't quite bring herself to think of anything on his body as delicate. Sensitive would be a better word. Then she moved forward again.

Humming her own satisfaction, she continued to hone her skills with her Captain as her guide and sacrificial guinea pig. Not that he minded one bit. Experience was everything to him.

But she was interrupted before she finished by a prickle on the back of her neck. The Force told her that her Master was approaching their position, and more importantly, he was looking for her and for the Captain. She withdrew despite the protests the motion elicited.

"He's looking for us," she told the Captain. She noted the panic in his eyes. What else in this galaxy could make this man panic like that? She smothered a smile.

Standing before him, she took the armor piece from him, tucked him behind it, and patted it as if it was her pet. She looked upward through her thick lashes, and said, "Until later then, keep it safe for me, Captain."

He met her gaze and then squeezed his eyes shut to clamp down on his arousal. Only her promise of satisfaction to come later enabled him to do so. The General would sense his emotions if he didn't banish them as best he could.

They straightened themselves and turned back toward the map. Their discussion resumed from where it had left off when she had laid a small hand on his hip and pressed her breasts into his arm. She couldn't resist the little thrill that came with risking some activity in a semi-public area. It was just like their beginning yesterday in the training room.

The General swept into the room with all his own swirling emotions, as always impressing his Padawan with his lack of control over them. He stood on the opposite side of the map table and crossed his arms like his own Master.

"How did the inspections go, Captain?" he asked.

"Everyone passed with flying colors, sir," the Captain replied in his command voice.

"Yep," the Commander agreed. "Right down to the last man. The Captain even demonstrated some new skills I hadn't seen before. I learned a lot."

The General's eyes were clear of suspicion. Innuendo wasn't common coming from his Padawan, so he didn't recognize it when he heard it.

"Good. Thanks for taking care of that, Snips," he replied.

"My pleasure. It's always good to have some one-on-one time with the troops, Master," she said.

"What are you two doing in here? Have new orders come through?" the General queried.

"Not yet, sir," the Captain answered. "We were running through some drills the Commander wanted to practice. Be ready in the case of quick deployment or an extended campaign." He nodded in the direction of the Commander, giving her the credit of learning all that she needed in order to command the men in the General's absence.

Still oblivious and taking it all at face value, the General continued. "Good, Snips. I'm sure the Captain here is a good teacher. Probably better than me." The Commander and Captain exchanged a look at that statement. They both started to protest, but the General held up a hand to silence them.

"No, no. I know that sometimes I'm a little heavy-handed. I rush through things and don't always spend the intense time with you that it can take for proper experience, Snips. I'm glad that I have the Captain to back me up. He's a hands-on teacher and makes sure that his students are thoroughly trained," Anakin praised his Captain, and the Commander was the one who glowed. She looked up at the stoic Captain and caught a faint blush on his otherwise impassive visage.

"Yes," she seconded. "I've learned things from the Captain that I never would have from anyone else, Master." The blush deepened slightly.

"Well, I'll leave you to it, then," the General summed up, turned on his heel, and exited the room.

The Commander burst out laughing as soon as the General was out of earshot. She shook her head back and forth and clutched at her waist. The Captain just gave her a sidelong glance. He wasn't so sure that almost being caught by his superior officer was so amusing.

Finally, she subsided, and he turned to face her with his arms crossed across his broad chest. He raised an inquiring eyebrow and curled the edges of his lips upward. She smirked back at him and reached her hands out to rest lightly on his hips.

"So," she prompted him.

"So?" he echoed.

"Where was I?"

"You know where you were."

"Ah, yes, I do. Perhaps I'd like a kiss first though before resuming my 'training,' my teacher."

He leaned down, placing his hands on her shoulders. She tilted her head as he got nearer and licked her suddenly dry lips. His eyes were glued to hers as he got closer. Their lips met lightly at first, but soon enough the touch became more insistent, more invasive, more possessing.

Quickly, he ran his hands down from her shoulders, across her strong arms, and slipped under her firm bottom. He hefted her up as if she weighed nothing, her legs circling around his waist automatically.

"I've changed my mind," he informed her between kisses that moved down her neck and across her lekku. "I want to 'train' you in a new position, Commander." His voice was low and husky and sent thrills up and down her entire body as she surrendered to his embrace and caresses.

He bent over slightly to place her gently onto the holomap table. She separated reluctantly from his torso to lie back fully onto the deactivated device.

"That reminds me of something I wanted to ask you, Captain," she said in a sultry voice, matching his tone that he put into her rank. "Just where did you pick up all this 'experience' anyway?" She ran her hands up and down her own body and writhed for his visual enjoyment. His pupils dilated as he watched her. "Is there something, or someone, I should know about?" she asked innocently with a bat of her eyelashes.

A growl emanated deeply from within the Captain. He was captivated by this little fireball. She haunted his every waking thought and dominated all of his best dreams. She was the central preoccupation of his current existence--something that had never happened to him before.

Suddenly, he slammed both hands onto the table on either side of her shoulders, eliciting a wide-eyed start from her that was anything but fear. He saw arousal, challenge, and desire. He pursed his lips and raked her with his honey-colored eyes. "No, sir, Commander. I'm making this up as I go along. Strictly against regulations. But extreme circumstances sometimes necessitate . . . improvisation." His speech over, he dove into her neck again, nipping her as he did.

She continued to writhe under him as her hands began stripping him of his armor, throwing the pieces to the ground with a resounding thunk. Her legs had never left his waist. Now she tightened them just a little to pull herself up against him more tightly--the groin piece being the first one off again. He groaned against her skin.

"Want you," he pronounced softly against her lekku. "My Jedi." Lifting one hand from the table, he teased her nipple through the fabric of her tunic. His mouth quickly followed to the same spot, warming her cool skin with his heat.

"Yours," she forced out in a whisper. "Always yours." She rolled her head side to side as he continued mouthing her through her dress. Her shimmying now served the purpose of moving her clothing up her body in preparation of joining his armor on the floor. She had no small clothing on, hoping she could catch him in just such a situation.

As her beautiful body was revealed to him, he took his time appreciating the view. The curves--everywhere. Her calves, her thighs, her rear. She was a masterpiece of sensuous, soft skin that wound its way over the most delicious curves of muscle. He leaned back from her to run his hands over that sienna flesh on her toned legs, wondering if his hands were too rough to touch something so soft.

"I'm not hurting you, am I?" He asked almost timidly.

When she gave him a questioning look, he elaborated. "My hands. They weren't exactly designed or conditioned to handle a weapon as delicate as you." A sly smile quirked up his lips at his comparison of her to a weapon. But it was apt. Her body was deadly in many ways.

Understanding him now, she gave him a warm smile. "Really? Because I was just thinking about how you must have been made for me by the Force. The way I feel at your slightest touch is almost indescribable, as if you already know my body," she said in a breathy voice. It was amazing to think they had been lovers for fewer than 24 hours yet seemed to understand each other so well.

As she praised his skill, he had resumed his exploration up and over the impossibly round globes of her behind. The skin had a different texture due to its protected status under clothing. Not that any of her skin was rough, but this was silky-soft. She arched up off of the table again.

After a few squeezes, he slid his thumbs up over her hips and clasped her waist. There he paused as she finished removing her clothing, flinging it away with a flourish. He felt the heat in his body rise another impossible amount. His throbbing felt like a controlled explosion.

"So beautiful. So much more than I ever imagined . . ." His words trailed off. He was overcome with sudden emotion. He had never been trained to handle these types of feelings. Aggression, fear, and the blankness of no emotion has been thoroughly covered by his sergeants on Kamino. But desire? Affection? Love? Clones weren't supposed to trifle with such mundane human issues. They were soldiers. They didn't need such things, or so others thought.

But the Captain knew that he and his brothers needed the warmer emotions even more from being hatched out of jars in a laboratory rather than born to parents.

He shook himself hard and returned to the vision in front of him. There would be time, he hoped, to discuss these things with her later. For now, he would concentrate on using his body to worship hers. He smiled at her and returned to suckling, knowing somewhere in the back of his mind that there was a certain part of the act that was comforting instead of arousing.

Putting any serious thoughts other than his and the Commander's immediate pleasure out of his mind efficiently, he thought about his next move. But the decision apparently wasn't his.

The Commander decided she wanted to call the shots again for a bit. So grabbing onto his broad shoulders, she whispered, "Sit up a moment?" He rose immediately with her clinging to the front of his body, no longer touching the table.

"Turn around?" She kept the gentle questioning tone. She didn't want him to feel that she was ordering him, just being assertive about their love making.

The Captain turned to lean against the map table as the Commander leaned in to kiss him. She started soft, feeling the texture of his lips on hers. Her tongue snaked out to taste him more. Her hands found the nape of his neck, shaved per regulations, and pliable under her strong grip. She opened her eyes to watch him as she kissed him. His eyes were closed, but she could see his corneas moving back and forth.

She pulled her mouth away, and rubbed the end of her nose against his. His grip on her tightened, pushing some of the air out of her lungs in a rush. "What are you thinking about?" she asked him, curious why his eyes were still closed. He exhaled deeply before answering.

"You," he replied honestly. "You and me," his tone suggested that there was more, so she waited. "Why me? Of all the millions just like me--" but there she cut him off with a hand over his mouth. His eyes popped open.

Her face took on the most serious look he had ever seen on it. "There is no one in the galaxy like you," she pronounced slowly and deliberately, willing him to feel every syllable. "No one. No one who is my best friend like you. My saviour. The first person I turn to when I'm full of joy or full of sorrow. Never question why I chose you. I had no choice. It was meant to be." She removed her hand to find his jaw more slack than she had ever seen it on the stalwart Captain.

He didn't reply right away--just continued to squeeze her tightly as she cupped his cheek and placed little kisses up the strong jaw line to his neck. Then she nipped lightly down to the collar of his body suit, hooking a forefinger in it to pull it down and expose more olive skin for her perusal.

"Lie back," she said between mouthfuls. He pushed himself back onto the table more fully and laid down, carefully cradling her in his arms. When he finally was completely supine, she sat up and straddled him. Then she shimmied her hips just a little to elicit a gasp from the Captain.

He still hadn't said anything. His brain was processing the intimate revelations of his Commander. He was special to her. He was special. To this luminous being who was unlike anyone else in the galaxy. _He was special to her_. He closed his eyes to let the sensations wash over him. When he felt her hand slide between their bodies and free him of his body suit, his eyes snapped back open. Suddenly, his senses took back over and quieted his thoughts.

She wrapped her lithe fingers around his length and girth, massaging him from base to tip. Not that he needed any more attention to be ready for her. But she enjoyed the contact and could easily see that it wasn't wasted on him either.

After a few minutes, she positioned him under her and eased him in just a fraction. Her hands returned to his chest, her lips to his lips. He groaned through their kiss, feeling the warmth and pressure around his swollen cock. It was still so new. He still felt so inexperienced--but not because the Commander made him feel that way. Just because this was something he had never been trained for. And there were so few things he had done in his life that he hadn't trained for beforehand.

The Commander continued her descent, relishing every delicious inch of him as she enveloped him. She could feel her muscles embracing him, welcoming him. She was as overwhelmed by the sensations as he was, as inexperienced in wanting to feel them as he.

But she also felt a certainty. It was the same way she had felt the first time she had picked up a lightsaber, the first time she had laid eyes on her new Master. She was certain that these things were meant to happen to her, to be a part of her life. There was no room for doubt or question. She could even feel a certain amount of contentment in the Force when she and the Captain joined.

When her skin met his and she was completely seated on him, his hands curled around her hips. She looked into his eyes and decided to return to the playful mood they had abandoned earlier. She made little circles with her hips. "Captain?" she asked.

He groaned and breathlessly answered her, "Yes, Commander?"

"I've decided to be the teacher this time. Do you mind?" she asked him with an innocent batting of eyelashes and a pert smile on her lips.

His incoherent response was interpreted as an affirmative. She smiled more fully and began to ride him. She pushed his shirt up to run her hands up and down the tight skin of his toned abdomen. He obliged her by pulling it off quickly. Then she had access to his nipples as well. Leaning forward, she took one in her full lips, careful to keep her hips grinding and pumping as well.

More incoherent noises spilled from his throat, and his eyes rolled back into his head. When he began to instinctually raise his hips to meet her, she slowed and made it clear that he was to enjoy her efforts this time. He assented readily.

Soon enough, the novelty of the act, the sensations, and the environment had them both panting and making small sounds of pleasure. She increased her pace, finding some angles more to her own liking than others. The Captain, biologically an adult but socially as awkward and hormonal as a teenager, didn't need much time or encouragement to find his climax. And his Commander's careful attention to his pleasure added to that shortened timespan.

With a gasp inward, he was unable to resist pressing her up into the air on his hips as he felt himself explode with white lights behind his eyes and white seed into her most intimate places. She followed his lead, having found the optimal angle for stimulation inside and out. They shuddered together for endless seconds, drawing out their pleasure the best their inexperience could.

When she subsided, she crawled up his body to kiss him lightly and murmur soft sounds into his neck. His arms wrapped around her, knowing that she'd chill quickly after their arousal-induced heat receded.

He kissed her montrals as she snuggled under his chin. "Bedtime," he whispered against her skin, granting her one more shiver of pleasure.

"Mm-hmm," she agreed. She was craving a warm bunk and her warmer Captain encircling her.


	3. Chapter 3

**Summary for the Chapter:**

> Rex and Ahsoka become aware that their secret has another interested party. What will he do about it?

Chapter 3

  
"Incoming!" Rex roared through the external speakers of his helmet. He wasn't sure just how many of his men could even hear his warning through the already all-consuming din.

But some did hunker down to try to avoid the worst of the shrapnel that inevitably came out of these incendiary devices. Rex himself huddled down but kept his head up just enough to see over the ridge to where the Seppies were lobbing their bombs.

He switched to a different comm channel. "Commander?" he queried.

"Yes, Captain," came her distinctly non-clone voice.

"We're pinned down over here. How's about lending us a hand?" he asked. In the last few months, he had managed to pick up some of her more sparkling personality traits and used some of her less-than-standard-miliary language. Instead of asking her for reinforcements, now he casually joked with her with a wisp of a smile on his lips as he thought of her lips.

"I'll be right there," she responded. He could hear the hum of her lightsaber, and she grunted a little from the effort of decapitating tinnies.

"Thank you," he replied and closed the link. He kept his eyes on the line of laser cannon and tanks in front of them until he saw two distinctive lightsabers carving a path through the enemy like she was exercising in a training salle.

He watched, mesmerized by her lithe form, a little worried for her safety, but mostly just enjoying the show that was Ahsoka.

When she finally reached the line of Clone troops, she casually hung her lightsabers on her belt before striking an 'Ahsoka pose' with her hands on her hips. "Somebody call for back-up?" she pronounced with a small smirk.

Conscious of his men watching them closely, Rex replied, "Yes, ma'am. Thank you. Now we can push on to the next objective." He was able to smile broadly at her though since his helmet concealed his face. She didn't have a helmet, but the whole battalion was used to her smiling.

The two of them began directing the troopers to the next area of battle, a well-oiled machine. They didn't dare touch or show any other outward sign of closeness with so many other people around and no real cover to speak of.

The medic Kix trotted up to Rex to report in. "Fifteen wounded, sir. No casualties," he snapped out efficiently.

Rex nodded. "Right, Kix. Medevac them back to Resolute. You're going to have more on your hands soon, I'm sure." Kix saluted and retreated back to the med station.

If only Rex had known how prophetic those words would be.

Later that day, the casualty count seemed to be multiplying by the minute. Ahsoka was blood-splattered and showing signs of fatigue since she didn't know how to do anything in moderation any more than her Master did. Rex worried more about her fatigue hindering her than what any tinny could get over on her.

As dark was falling, he found her consulting a holomap. He stood for a minute, waiting to see what the next orders would be. They were expecting a fresh batch of the 313th Infantry to relieve them for the next 24 hours. She was planning their next move as well as the best positions for the 501st to get some sorely needed rest.

Kix was trotting toward them again, covered half again as much as the two of them in the blood of their brother troopers. Rex motioned for him to wait on his report for a moment until Ahsoka could divert her attention to him as well.

She looked up and blinked several times at Kix's appearance. Then she stowed the holomap and said, "Yes, Kix?"

He stood to attention and reported, "I'll not burden you with the casualty numbers, sir, unless you want them. However," he rushed on before she made up her mind. "There are quite a few men in need of attention and spread out over the next few clicks to the west." He pointed down the front line to a spot she knew had been particularly bombarded earlier. She was relieved to know that there were casualties instead of a complete fatality situation.

"I've got every man with any first aid training pressed into service helping out in the med station here. I could use some help getting down there to assess these guys." He was asking them to be that help.

Ahsoka looked to Rex, and he nodded. She turned back to Kix. "Lead the way, Sergeant," she said quietly.

Kix used a small, handheld pad to track vital signs on any body they came across. They walked an excessively long distance before he bent down and began to de-armor a broken body on the ground. Unfortunately, before he get very far, he let out a sigh and stood up again. He had been too late.

Ahsoka stood awkwardly, not knowing what to do or say. Rex waited patiently for Kix to resume the search for life signs. She had no way of knowing what was going on in his head, seeing these brothers dead on an alien planet and knowing that no one was coming to even collect their bodies. They stay as they lay.

Kix seemed to be having some sort of internal argument that finally subsided as he moved on to the next clump of white-clad bodies.

After an hour of finding nothing but more of the same, Kix finally found a life sign that was stronger than he'd seen so far. He broke into a trot, with Rex and Ahsoka right behind. He dropped to his knees in the dirt, throwing off his helmet and cracking the seal on the trooper in front of him.

"Glad to see you, Sergeant," the trooper said. It was the first voice beside their own they had heard since beginning their search. All three of them let out a collective held breath.

Kix proceeded to assess his injuries and found that the worst was a leg that was badly broken and skewed the wrong direction. He used a hypospray to give the Trooper some painkillers before setting the bone. It was going to hurt like a bitch.

He then directed Ahsoka and Rex in the best way to help him and the patient. Together the three of them managed to minimize the time it took to initially repair the damage.

"I need to get him back to the med station to assess for internal injuries," Kix pronounced. He commed for a repulsor gurney and closed the link just before all Correllian hells broke loose again.

Ahsoka whipped out her lightsabers. Kix hefted the trooper onto his shoulders, and Rex covered them. All three of them headed for the nearest shelter which happened to be the remains of a shabby little farm house. At least the roof only had one hole in it.

The four of them huddled in the farmhouse, knowing that three functional people and one injured one were useless with no solid cover against cannon they could barely even see on the horizon.

Ahsoka commed General Skywalker. "Master? We're pinned down about four clicks to your west. One injured trooper, Rex, Kix, and me," she reported.

"Stay put, Snips. We'll send a larty for you when we can. It might be a couple hours though. They've regrouped, and the 313th is just landing. Keep your heads down and wait!" he ordered firmly.

"Yes, Master," she replied.

She closed the comm channel and looked at Rex. "Did you bring any cards with you, Captain?" she asked, trying to make light of their perilous position.

Meanwhile, Kix was arranging the injured trooper, Traynor, on an emergency blanket and administering a sedative. "I'm going to let him sleep while we wait. He's got to be in a lot of pain. I'm not entirely sure there aren't bone fragments from that vicious break."

He turned to Ahsoka and said, "I have another blanket if you'd like it, Commander. It's going to get cold hunkering down in here."

Ahsoka hesitated before taking the blanket. She looked down at her battle outfit. It covered all of her skin, but it was nowhere as temperature controlled as the troopers armor was. She smiled her thanks at the medic and wrapped the blanket over her arm. She was still warm at the moment from the adrenaline, but she knew Kix was right. Eventually, she was going to cool down.

Too bad I can't snuggle with Rex, she thought ruefully.

Rex busied himself with securing their small perimeter, checking and re-checking the dirty windows for enemy near-by. It seemed that there weren't any ground troops in their vicinity--just the bombardment. He returned to his spot next to Ahsoka and all three of them wondered what they were going to do to pass the time.

Three hours later, they were still wondering. Ahsoka was wrapped tightly in her blanket and sitting on a small table they had propped up against a remaining wall. From her perch, she watched Rex and Kix pace in what she would call a 'nervous' fashion if she didn't know them. They preferred to call it 'focused caution,' and she knew they had been trained for it.

Ahsoka stifled a yawn. They could still hear the cannon in the distance, moving away from their position but toward there would-be rescuers. The larty wouldn't be on the way anytime soon, she judged. And it was too risky to move Traynor while dodging ordnance.

Rex looked over at Ahsoka at the end of her yawn. "You should get some shut-eye, Commander," he directed. "We can keep watch." She nodded with heavy eyes and curled up on the table with her knees to her chest.

Rex watched her for a moment more to assure himself that she was indeed relaxing. Her steady breathing was reassuring.

Kix remarked, "She's a tough little girl, isn't she?"

Rex looked at his brother, surprised at the personal comment. But then medics were their own breed of trooper. They dealt in the very personal all the time--injury, sickness, bodies, and bodily fluids. He knew a medic could field strip another trooper in less time than the man could undress himself. And dealing with the weaknesses of bodies and the fragility of confused and hurting minds must have given Kix a unique perspective of humanity. What good were social graces and protocol in the face of that sort of mortality?

"She's unique," Rex allowed. He had known Kix for a while, and he respected the man's talents as a medic. He had saved his shebs on Salucami, that's for sure.

"Is it true that you were there the day she was first tasked with the 501st?" Kix inquired.

Rex smiled at the memory of Ahsoka, all bubbling enthusiasm and youth. He remembered talking to her about 'experience'. They certainly both had plenty of that now. Some of it just between the two of them.

Kix watched Rex carefully as he ruminated on the question. When he finally answered, Kix was almost surprised to hear one. He had gained a great deal of knowledge from from watching Rex's emotions cross his face. Another skill acquired from tending the wounded.

"Yes, she was very young. But she learned fast. She's a good Commander. We're lucky to have her," Rex pronounced.

Kix couldn't resist. "You especially," he said quietly. Rex turned to him slowly with a raised eyebrow.

"Excuse me, Sergeant?" he said with a slightly lower tone of voice than he had just used. The effect was menacing.

"Your secret is safe with me, Captain. Medic's discretion and all," Kix rejoined, trying to smooth ruffled feathers. "I'm sure no one else knows."

Rex continued to eye the medic, pondering whether to even respond. After a few minutes, Kix changed the subject and Rex relaxed a little bit.

Finally, Kix decided that he'd never get another opportunity to ask his burning questions again, so he pushed his boundaries once more, "Captain? Is this, um, thing . . . between you, um, and the Commander . . ." At the mention of Ahsoka, Rex's head snapped around toward the medic again. Luckily he was at least five steps away from Kix so that the Sergeant could get out the last word before Rex's fist was introduced to his face.

"Exclusive?" he choked out and then steeled himself for the contact.

"What are you insinuating, Sergeant?" Rex growled in a low tone to avoid waking Ahsoka up.

Kix held up his hands in a placating gesture. "I'm not saying pass her around or anything, Captain. I just wanted to know if we--that is--she and I could spend some off-time together. That's all," he finished.

Rex stood rigid and flexed his fists until Kix figured there was no blood left in them. Then he took one deliberate step back away from the other man. Well? Now what? Rex wondered. I don't want to admit to anything . . .

He looked over at Ahsoka's reclined form, bundled up in her blanket. "You'd have to ask the Commander about her own off-time, Sergeant," he said, knowing damn-well that he'd have a few choice words with Ahsoka first. He wasn't diametrically opposed to Ahsoka entertaining other lovers, but there was no way he wasn't going to set down some ground rules.

A familiar voice came from behind Rex's white-clad back. "Captain," Ahsoka said without a trace of sleep in her voice.

He snapped around at attention to face her. A worried look crossed her features. She very slightly shook her head, not a negation of anything but a plea with him to not do anything before they had a chance to speak privately. He picked up on her cue immediately.

And then all three of them froze as they heard the familiar, and comforting, sound of the larty reached their ears simultaneously. Then it was all business as Traynor was gathered up onto a repulsor gurney and other troopers covered the four of them in their short trip to the ship.

Ahsoka stood next to Rex in the LAAT/i, holding onto a ceiling strap, eyes boring into the T-visor on his helmet. Her hand brushed against his glove in an attempt to test his mood. He neither reacted nor pulled away from her. She was intrigued. She had heard the whole conversation between the two men. A small smile touched her lips.

Maybe it was time for another troop inspection back on the Resolute.

The next evening, Rex carefully made his way to Ahsoka's quarters. It wouldn't look completely strange for him to be seeking out his commanding officer at her quarters, especially if something pressing had come in from HQ late in the shift. But tonight, the Captain had his own pressing concerns beyond the war.

As soon as the door closed behind him, he began shedding his armor plates as was his habit. But he pursued it more thoughtfully and with less urgency than usual. Ahsoka was in the 'fresher when he entered. He was halfway through when she entered and bounced on the balls of her feet in anticipation.

Her smile faded somewhat when she caught Rex's eye though. "What's wrong?" she asked, truly perplexed. She moved forward and placed her hands on his chest, his plate already removed.

"Kix," was all Rex would allow for the moment. He finished his task and sat down heavily on the side of her bunk. "He upset me."

"How did he do that?" she again asked with genuine concern. She knew about Kix's request, but she hadn't told Rex she knew until she could gauge his response. Now she knew it had been a smart move.

Rex raised his eyes to hers and she thought she saw more sadness in them than she ever had. "I love you with everything I am, Ahsoka. I know I have nothing to offer you but myself, but--"

She cut him off with a finger to his lips. "I offer myself and my heart and nothing else to you as well," she told him. They both had nothing but their duty and themselves. But it was always enough for the two of them.

Rex smiled a small smile behind her slim digit and kissed. Then he leaned forward and pressed their foreheads together.

"Are you tired of me? Do I not make you happy?" he asked timidly.

"What nonsense is this? Of course you make me happy! How could I be tired of my best friend, my lover?" She held his face now, looking deeply into his eyes. "You are the best thing that's happened to me since coming to the Temple to become a Jedi," she informed him. His eyes grew wide with revelation.

And then they were kissing, softly and with care as if they held each other's fragile hearts in the palms of their hands and could crush them with any sudden movement. When they parted, she returned to her earlier confusion.

"What does this have to do with Kix, sweetie?" She truly didn't expect Rex to be so insecure about himself--about their fledgling relationship maybe, but not about his appeal to her. She thought she had made it clear in the past months that he set her afire with passion and longing. And he never doubted himself as an officer.

"He thinks he knows that we're involved. And he asked if he could 'spend some time' with you," he clenched his fists. "It made me very angry to think of him with you."

He turned to her suddenly and clutched her shoulders. "You wouldn't go behind my back, would you?" It was a desperate question, not an accusation of wrongdoing. She knew it was born out of his worry that he wasn't special enough for her. That he was just one of millions of the same man.

"Never," she growled with conviction and narrowed her eyes.

Deciding it was time she got more aggressive in her assertion of her possession of him--and only him-- she slid a leg over his lap, making sure to rub against his crotch as much as possible. She pushed him to lie back on her bunk. She leaned over him propped up on her arms to look him straight in the eyes again.

"Tonight, I will make you forget your name, Captain. My Captain." she spoke in a low husky voice designed to send shivers through him without even touching him. "But you will use my name as your prayer, your invocation of any deity willing to listen. You will collapse with only me as your lifeline," she finished her promises to him by licking her lips and then his.

His face had gone slack with arousal when she straddled him. He was positively mesmerized now, after her speech. He was going to enjoy surrendering to her tonight.

Ahsoka reached behind her neck and undid the clasp on her halter, slowing lowering the two straps down her neck and shoulders. She wriggled her hips a little as well. Rex cleared his throat as his vision blurred a little and rested his hands on those sinful hips. He wasn't stilling her, just trying to hold on for the ride.

Her hands now reached the top curves of her breasts and dropped the straps to hang from the cups still lovingly embracing her curves. Using her fingertips, she traced along the edge of the fabric, leaning her head back and making small mewling sounds. Rex made another low sound in his throat as if something had lodged there.

Continuing her touch around the outside bulge of her breasts, she pushed the fabric ahead of her fingers until her nipples peeked out at him. He had a hard time restraining himself from reaching out to touch them. But Ahsoka took care of that for him. Her own sienna fingers wrapped around the little nubs and they grew even harder than when they had first appeared. She felt Rex stiffen even more under her, his arousal hopefully blotting out all of his earlier anger and doubt.

She leaned down toward his face, hovering just out of kissing range. "These?" she said. "These have only been seen by one man." And she cupped her breasts up as far as she could comfortably. Then she pressed them against his mouth. "These are for only one man's mouth, one man's tongue," she teased him.

Now Rex felt compelled to act. He couldn't refuse that inviting declaration. His lips parted to take one of the delicious nipples into his warmth. She moaned in approval and ground her pelvis down against him again. His tongue moved slowly along the slightly bumpy area. His fingers tugged at the fabric to give him more flesh. Ahsoka writhed with the sensations.

All too soon for Rex, she sat back up. But he was mollified by her smile. She removed her top completely and raised her arms above her head, bringing them down over her montrals, slowly and sensually. Rex felt himself break out in a sweat watching her lines sway and curve as she enjoyed her own touch.

Eventually her hands moved all the way down her torso and made contact with his. She pulled on the fabric covering him to slide her hands underneath and begin her assault on his skin.   
"And this?" she said as she kissed and licked her way across his abdomen. "This strength is mine. It protects me." She looked up at Rex to see his reaction. He looked suspended in disbelief warring with the need to hear more. She understood his insecurities. They had had time to talk about themselves more now that they shared intimate moments together.

His fears from the past. His apprehensions about any kind of future. They shared their darkest secrets in whispers as if just voicing them out loud gave them purview over them. No, they were stronger together, and their physical intimacy only reinforced that strength to look forward as one and face anything.

Her smooth hands massaged his muscles as much as hard muscle could give way. Running her hands toward his sides, she found his little ticklish spots with feather touches. His stifled laugh was followed by a louder sigh as her lips followed her hands.

Next her fingers sought out his. Bringing one hands up to her lips, she kissed each finger and then laved along the soft underside leaving a wet trail behind. Her lowered eyelashes showed her enjoyment at giving him pleasure. Rex reached his other hand up behind her neck to caress her gently. His eyes shone with emotion. He could only ever let them bubble to the surface when they were alone.

"I love you," he said to her. She closed her eyes and snuggled her face into his hand--temple to chin--letting the effect of the words saturate her. His love, his respect, his care. What more could a girl ask for in this universe? Well, she thought slyly, a good hard cock whenever she got the notion was pretty darn nice too.

She re-opened her eyes and smiled a secret smile. With one last quick kiss to the hand along her cheek, she returned to pleasuring her man. She wanted his shirt off. He obliged her by raising his shoulders off the bunk to allow her to slip the material up and around his neck, but not entirely off of his arms yet. Those she pinned above his head, effectively covering his face as well.

"Ok?" she asked him. "Can you breathe?"

His 'breathy' response assured her he was fine, and he was fine with what she was doing to him as well. She was thrilled to have him at her mercy, even with his permission.

She began a kissing campaign down his pectorals, circling his darkened nipples. Her nails lightly raked along the lines of muscle she found irresistible. His body was so different from hers. She delighted in his maleness--his hard planes, his rough scent, his patches of body hair. She ran her exploring fingers up to his armpits, again tickling him and enjoying his squirming.

"I love you too, you know," she said and he stilled intently. "I love that you can be playful with me. That you trust me to do this to you." She leaned down and carefully took his nipple between her vicious, razor sharp teeth. But she never broke the skin. His muffled moans told her all she needed to know about his appreciation of her actions.

Ready to move forward with their lovemaking, she drew his shirt over his head to look into his beautiful eyes once more. She kissed him passionately as he got rid of the material and captured her slight frame in his crushing embrace. His arousal was becoming uncomfortable, through her words as much as her actions, and he ready for a release.

"Let me make love to you, Ahsoka," he mumbled into her lips. She nodded and rolled off of him to remove the rest of her clothing. He mirrored her until only their skin separated them. She held out her arms in invitation to him, and he covered her immediately.

When he entered her, he felt renewed in his confidence--in himself and in them. Nothing would come between them. It didn't matter what happened--good or bad. They had this, now and forever, He set an insistent pace, the one they both enjoyed.

His hands reached down under her knees to lift and separate and bring him even closer to her core. She arched against him and keened. He loved the sounds she made while they had sex. They were unlike anything he heard her utter before she had experienced her pleasure around him.

They moved in tandem, each reaching for emotional and physical release. Rex felt her vaginal muscles clenching his cock in a vise grip which he knew meant she was close to orgasm. He continued his ministrations until the tone of her vocalizations as well as the increased pressure surrounding him told her story of completion.

When she released him partially, he followed her into the abyss of ecstasy that they had found together. They panted and held each other tight but tenderly. Slowly, their breathing slowed and evened out. He slipped from her body and enfolded her in his arms, cradling her.

From the warmth of the circle of his beloved arms, Ahsoka's voice issued. "Feel better?" she asked.

He eased his grip so she could turn and look into his eyes. He smiled sheepishly. "Is this the best time to ask a man that? Aren't you taking advantage?" When her face fell a little at his jab, he smiled wider and jostled her in his arms. "Kidding!" he assured her.

She mock-punched him in the chest for his effort.

"Hey," he said and held up his hands in surrender. "All right. I overreacted. I apologize." He rubbed lightly at her shoulder. He sighed. "Do you like him?" he asked in a small voice.

Ahsoka tilted her head to the side, studying him closely. She pondered her response for a few moments.

"He's a good medic, a good trooper, a good man. But he's not you, if that's what you really want to know," she told him. "I'll never love anyone as I do you, Rex."

He responded, "So you wouldn't date him?"

"Is that what we're doing?" she responded with a quirk of her lips on one side. "Who knows?" she mused. "Maybe one day we'll want to include one of your brothers in our fun, but not yet." Rex looked terribly relieved by her reassurances.

She continued, "Tell me, Captain, do you have any unfulfilled fantasies? Perhaps I could be your harem slave girl? Or we could play Master and Senator?" She couldn't help snickering at that last suggestion.

Rex looked deeply into her eyes and kissed her before responding. "You are my fantasy. Just you and me and this time together," he said. "I never knew that I would even have this." His arms tightened around her.

Ahsoka smiled back and settled into her favorite spot with her shoulder snugged up under his arm and her head pillowed on his thick shoulder. It was enough for her too.

 


	4. Chapter 4

**Summary for the Chapter:**

> A death in the 'family' brings new possibilities for relationships to evolve.

Chapter 4

  
"We lost Echo," she repeated once more for the record. Ahsoka's report to the Council wasn't as important as her Master or Grand-Master's reports, but she still took it seriously. She was also upset by the loss of Master Peel, but if she were honest with herself, she knew Echo better. He would leave a more lasting emptiness in her life.

And not just in hers.

She sought out ARC trooper Fives where she knew he and Echo had always sat to eat together. She found him slumping over his caf. She approached slowly and made sure she made enough noise not to startle him. The seat Echo usually occupied was across from Fives. She sat next to him instead.

"Fives," she started. He grunted in response. "I'm so very sorry. I know you were close." She placed a small, sienna hand on the ARC's shoulder armor. She couldn't think of anything else to say.

"Thanks, Commander," Fives replied. He had always been one of the Clones with the firmest grasp on small talk and social interactions. She knew that other troopers would just stare at her or make some comment denying the connection completely. The troops were wary of showing emotions to their commanders, Ahsoka had noticed. Something they learned on Kamino to avoid being classified 'deviant' or 'deficient' and sent for reconditioning.

But Ahsoka tried to create closer relationships with her men--especially the ARCs and other command troopers. They were the most intelligence-enhanced Clones and worked most closely with the Jedi. She saw each man as an individual, not a copy of a copy of a copy. They needed human interaction as much as any other human being, in her humble opinion.

She left her hand on his shoulder as he continued to sip his caf, expecting him to share more. When several minutes had passed and he just sat silently and stared far away, she patted the shoulder and rose to leave. He turned to her as she left, and she read his true gratitude in his eyes. She nodded slightly and left him.

\----------

Fives lingered in the barracks the next morning, waiting to have a private word with Captain Rex. He respected the Captain's opinion--after all, he was the man who had elevated Fives and Echo to ARC trooper status just like he and his squad mates had dreamed on Kamino during their training.

When there were only a few stragglers left in the room with the two of them, Fives approached the Captain. "Sir?" he began. "Permission to make a request." He decided to resort to protocols before posing his more unconventional question.

Rex turned toward the ARC with his usual stoic face. "Of course, Lieutenant," he replied.

"Sir, I'd like to be reassigned to Torrent company, sir, if you have an opening," he stated. He knew there were channels to go through to formally request a move, but he also knew the Captain well enough to think he'd appreciate the informal forum, trooper to trooper. In a lot of ways, it was like asking to join a man's family. Asking him to put his life in your hands as you offered him yours.

"Submit your request, Fives. I'm sure the General would be glad to have the help. And so would I," Captain Rex added the last part as an afterthought. He knew that Fives and Echo had come out of Kamino together. For his own part, Rex had lost track of his fellow squad members as they were sent out to the various command positions. Command troopers didn't get the luxury of being assigned to the same posts together.

"Yes, sir," snapped Fives with a crisp salute. He turned on his heel and went off for his duty shift.

The Captain was glad to have him aboard Torrent.

\---------

Over the next few weeks, Rex saw more and more of Fives. His request for transfer was expedited by the Captain's private request of the General. If a Jedi asked for a certain trooper, they were not typically denied.

One afternoon, Rex was just finishing up his workout in the trooper gym when Fives approached him.

"Care for a match, Captain?" he asked, indicating the wrestling mats with his left hand. He had already gathered a few other men around for an audience. The lure of the Captain sparring with an ARC was irresistible.

Rex hesitated for a second. He had just spent an hour exhausting his muscles. Did he have anything left for this? But he felt he needed to make a good show for his men. "Sure, trooper. Let's go," he answered with as much enthusiasm as he could fake.

Rex followed Fives to the very center of the room. By the time they arrived, the word had spread to every set of ears. The Captain and the ARC were taking each other on. The noise in the room faded to murmurs as men jostled for position to be able to say 'I was there'.

Fives shed his fatigues down to his shorts to match the Captain. Rex was already slick with sweat, giving him a slight advantage he surmised. He would be slippery in the ARCs grasp. He began to assess what he knew of Fives to determine the best way to attack him. He was sometimes impulsive, quick with a joke, and often cocky. Rex smiled tightly to himself. I can work with that, he thought.

They sank into defensive positions before lurching for each other. They grappled for a few minutes to test each others' brute strength, carefully avoiding giving away too much about their arsenal of moves. No since in throwing all your tricks out on the mat from the very beginning.

Once Rex felt he had a bead on the best way to slip under Fives' defenses, he deliberately gave the other other man an opening. Fives couldn't resist the easy take-down. But Rex was anticipating his impulse and met him head on with the strength and the moves to capture his opponent quickly and easily. The crowd erupted in cheers.

Fives tapped out, and Rex helped him to his feet. The last thing Rex expected was the broad smile on the ARC's face. He thought there might be some sore feelings for such a quick end to the anticipated match. But Fives was thrilled to have had the opportunity to interact with his Captain.

"That was thermal," he said as he congratulated the Captain amid other admirers, thumping his superior officer on the back repeatedly. "Nice moves, sir." He continued to smile in a way that almost unnerved Rex, stoic and reserved as he usually remained.

Rex turned to gather his discarded fatigues and caught Ahsoka's eye. She had entered the room just before the beginning of the match and kept herself back and out of Rex's eyeline. She didn't want to distract her man while he was enforcing the male pecking order.

She raised her white-marked eyebrows at him and a ghost of a smile crossed her lips. He knew what she was thinking. The new kids wanted to take on the old man. He smiled ruefully as he walked toward her.

"Commander," he greeted her. "Enjoy the match?"

Ahsoka lowered her voice below the hubbub around them. "Fishing for compliments, Captain? That's not like you," she giggled at her own tease.

Rex flushed at the insinuation, but he was pleased she had seen his little 'demonstration'. He didn't often get the opportunity to show off for Ahsoka. He knew she didn't need it, but it was a guy thing.

He brushed past her, and she inhaled his scent deeply, enhanced as it was by his workout and the match. Suddenly, he stopped and turned back.

"Did you need something, Commander?" he asked, politely enquiring what she was doing in the guys' gym.

"Oh!" she almost squeaked. "Yes. I was here to get you, Captain. The General wants us in the SitRep room in ten. Should be enough time for you to shower." She smirked in his direction, thankfully the opposite direction from the rest of the occupants of the room.

It was Rex's turn to raise an eyebrow, this one an invitation. She nodded very slightly, and their plans were made to meet up in her 'fresher for a few stolen minutes.

\-----------

"Captain!"

Rex heard a voice so much like his own and the other men surrounding him, but he knew who was calling to him despite that. Fives. Again.

The ARC trooper caught up to the Captain on his way to the mess.

"May I join you, Captain?" Fives asked, out of breath from running to catch up with the other man. "I wanted to talk about that new attachment to the deece. I've had a chance to take it to the range. It's going to peel back some droid heads!" he ended enthusiastically, slapping Rex on the back with a hearty laugh.

"Uh, yeah," was all Rex could fit in edgewise before Fives was again extolling the virtues of the new weaponry. Rex tried not to look too annoyed. It seemed that Fives was his shadow lately. Popping up at inopportune moments--which amounted to most moments for the Captain.

"Sure," Rex replied. "But we'll be joining the Commander as well." Rex wasn't going to disappoint Ahsoka for Fives. They grabbed their nerf steaks and sat down.

"Fives!" Ahsoka greeted him brightly. "Tell Rex that story you were telling me the other day about you and Echo. The one where you had an eating contest." She started laughing despite herself.

For the next ten minutes, Fives held forth about his misadventures with Echo, beginning with the eating contest and ending somewhere around repurposing pieces of armor for practical jokes. Rex worked hard to keep from rolling his eyes, but Ahsoka remained engaged. She giggled and snorted. Growing up in the Temple had never been that fun!

Despite Rex's apparent disinterest, Fives kept leaning toward him across the table, virtually ignoring Ahsoka even though she was enjoying the tales much more. He sought out Rex's eye contact and even slapped his hand on the Captain's hand a few times.

As soon as he reasonably could, Rex made his excuses and stood up. He had more important things to attend to than coddling a trooper. Ahsoka had tried to get him to be understanding about Fives losing the last member of his training squad. He was like an orphan, she said. They needed to adopt him into their family now. But she was forgetting that Rex was responsible for hundreds of other Clones. He couldn't give this much attention to one family member at the expense of the safety and well-being of others.

Fives would understand, he had told her.

  
\----------

  
Two days later, Rex and Ahsoka met up in a secluded corner of the hangar bay. They were just beginning to embrace when Ahsoka saw Fives coming toward them. She tapped Rex on the shoulder and pointed. He turned and let out an exasperated sigh.

"Not again," he muttered. Fives had obviously been following them--or at least Rex--since he had no business in the hangar bay at that time. Rex had checked the duty roster.

Ahsoka was a lot less exasperated. She bounced in front of Rex, between the two Clones. "Hi, Fives," she greeted brightly. "Looking for me?" She figured she should run some interference. Rex had confided in her about Fives' insistent company the past few weeks. She knew he was about to break protocol and lose his cool with the ARC.

"Uh, no, Commander, I was looking for the Captain," Fives replied hesitantly, narrowing his eyes just a bit at Ahsoka.

"Ok," she returned with the same brightness, trying to keep the tone friendly. "Have you been making new friends here on the Resolute?" Darn it, she was going to be nice and make sure he was adjusting okay.

Fives looked from Rex to her as if she had distracted him from something else. "Yeah. I mean, yes, Commander. The boys have been really welcoming. Thanks for asking." His gaze returned to the Captain's face. He looked so eager to be out of Ahsoka's presence that she took pity on him.

Turning to Rex, she said, "We'll discuss that engagement again later, Captain." And she winked at him. Rex was unmoved in his frustration with Fives. He stood with his arms crossed and his feet planted.

As soon as Ahsoka was out of earshot, Fives stepped closer to Rex and whispered, "Geez, I thought she'd never leave." He elbowed Rex in the side good-naturedly.

Rex cleared his throat to get the ARC to look him straight in the eye. "Was there something you needed, trooper?" he asked.

Fives smiled. "No, just looking for you. Thought we could head down to the practice range and use up a few clips. Echo and I used to do it at least twice a week. Good to keep the aim sharp." He waited expectantly for the Captain's assent.

When Rex lingered with his response, studying the ARC's face intently, Fives actually shuffled his feet and dropped his gaze for a few seconds. When it returned to Rex's face, he was still smiling, but it had faded a little.

"No, thank you, trooper. I have duties to attend to. Paperwork," he explained. Before Fives could begin his cajoling, Rex did an about-face, slapped on his bucket, and headed for his office.

On the way, he thought back on the last few weeks. He had tried with Fives, really. Ahsoka said it was important for commanding officers to keep in touch with the emotional state of the men under them. And he had tried to do so with this ARC trooper. But Fives seemed to have latched onto him like some sort of Mon Cal mollusk.

He was constantly tripping over the guy, whether on the cruiser or in the field. Fives seemed to check in excessively when they were in battle. Rex had actually wondered if there was a way to restrict Fives' comm from contacting him more than a certain number of times in a minute. Rex didn't want to be Fives' new best friend. He couldn't be.

He was the Captain. He had to retain a certain distance.

He shook his head in annoyance as he rounded the last corner toward his office. He noticed the door swishing shut on his approach. She had beaten him here, the little minx.

His step hurried just a bit, and his helmet concealed his unabashed smile.

  
\--------

"Oh, Rex," she moaned into his neck. He continued to lick her lekku as he slid her clothing up her thighs. Then he hitched her up onto his desk. She lay back, spreading her legs for him. He knelt down before her and used his thumbs to part her outer lips. She was like a blooming flower before his eyes, all beautiful red and sparkling moisture. He leaned in for a first sniff of her bouquet.

Then he was tasting. She was like nothing else. And he never got enough. Her low moans and thrashing of her head told him she was enjoying his new tactics. He was mixing it up on her between licking and sucking. Then he explored her core with his fingers and combined that with the sucking. Her sound level was beginning to rise. That was how they both missed the door opening.

Fives stopped short just inside the door. He had been working up a head of steam on his way to the Captain's office. The brush-off from Rex had seemed unnecessarily harsh given the circumstances. And he was determined to know just what he had done to deserve it.

He found himself looking at Ahsoka's face, upside down and flushed, draped across the Captain's desk with her eyes closed and her mouth agape. The Captain was only partially visible from the bridge of his nose upward. But the sounds were unmistakeable. He knew the sound of pleasure when he heard it.

Crossing his arms over his chest, he waited to be acknowledged. It took a few more seconds and a clearing of his throat to grab the couple's attention. Ahsoka squeaked and rose from her supine position, scuttling behind Rex, who had stood up. She frantically pulled her clothing back down to cover herself. But the Captain refused to adjust anything on his person--not even to wipe his face clean of its sheen.

Growling, Rex demanded, "What do you think you're doing?"

Fives frowned and answered in the same tone, "I was about to ask you the same thing. I deserve an explanation of why the two of you are together." Rex was growing more pissed off by the second. He had an uncomfortably confined erection behind his armor, and he didn't appreciate the cock-blocking.

Ahsoka, sufficiently covered now, but still very embarrassed by being caught by one of her men, stepped forward to join the conversation, "It's ok, Fives. The Captain and I are very close. We enjoy each others' company . . ."

She trailed off as Fives huffed and turned slightly away from her. "I know what you were doing, Commander. I'm no shiny. I just didn't realize that you two had sex together is all. I thought . . ." and here he trailed off and his whole demeanor changed to a much more timid and dejected version of his usual bravado.

Ahsoka walked around the desk and laid a small hand on his bicep. "I'm sorry if I gave you the wrong idea about you and me, Fives," she said placatingly. Another one, she thought. Just like Kix. Maybe she should wear different clothing around the men as Rex had suggested.

Fives' head snapped up and looked between her and the Captain. "No, no, that's not . . ." and he began pushing her hand off of him. Oh, what the hell, he thought.

As quickly as he could, Fives walked around the desk the opposite direction from Ahsoka, wiped across the Captain's mouth with his gloved fingers, grabbed the back of Rex's neck, and planted a kiss firmly on his lips.

Everything after that moved in slow motion. Ahsoka lifted her hands to cover her mouth in astonishment; Rex placed his hands on Fives' shoulders and shoved backwards; Fives grabbed both of Rex's hands in his own to prevent losing contact.

"But I thought . . ." Fives whispered.

"No," was Rex's gruff response. "Not without my permission," he amended.

Ahsoka dropped her hands to her hips. What? she thought. What does he mean by that?

But the Captain was handing out orders now. "ARC Trooper Fives. You will meet me in the gym at 2200 hours. Alone. We'll discuss this further between the two of us then. Dismissed." He pointed at the door to further make his point.

Fives collected what was left of his dignity after his rejection and saluted his Captain. "Yes, sir," he said crisply. Then he was gone.

"What?" Ahsoka asked Rex, shaking her head in confusion. "What just happened?"

"You didn't know Fives and Echo were lovers, did you?" Rex asked her as he drew small circles on the top of his desk. For all of her efforts to get to know the troops, she was still very naive about some relationships. And now they had a situation.

Ahsoka clasped her hands in front of her, and replied meekly, "No." She looked at the floor. Dumb, dumb, dumb, she thought. She should have seen it.

Rex ran a hand over his head and sat down in his chair. "I was afraid of this. This is why I have to remain detached, sweetie. I don't want to encourage false hope."

Ahsoka rounded the desk again and curled up in his lap. She tucked her montrals against the side of his face, shivering as his stubble scratched her slightly. Rex wrapped his arms around her and nuzzled her cheek.

They were silent for a few moments, their ardor lost in the ensuing scene. They simply took comfort in one another's presence, Ahsoka reflecting on how bereft she'd feel if she lost her Captain.

Suddenly she remembered the order Rex had given Fives. She sat up straight and turned to him. "What are you going to say to him tonight?"

He rubbed her back thoughtfully and replied, "I don't know yet. But I have a few hours to figure it out."

She narrowed her eyes at him. "And what are you going to give him permission to do?" She enquired, more intrigued than aggravated now but trying to cover.

"Nothing that will interfere with us," he assured her. "Now, get your sweet shebs back up on my desk."

\----------

  
Dressed in off-duty fatigues, Rex entered the gym precisely at 2200 and swept his gaze around for Fives. The ARC appeared from some shadows in a corner of the darkened room.

"Captain, I'm sorry--" he began but Rex held up a hand from where it had been resting i his hip to cut him off.

"Fives, I understand that you lost more than a brother. I want you to listen to me, and that's a request. Not an order." He waited for acquiescence.

Fives nodded briefly and swallowed hard.

Rex continued, "I know you loved him, and I'm flattered that you admire me and trust me enough to approach me. But anything I can offer you right now isn't going to fill in this hole." Rex placed his hand over Fives' heart. He kept his gaze steady on Fives until he saw the tears well up. "Sex isn't love, and you don't love me."

Swiftly, he gathered Fives into his arms and said, "Let it out. You need to let it out so that it doesn't eat you up from the inside."

It took no time at all for the dam to break.

"It's not fair!" Fives roared and thumped on Rex's back with his fists. "He was all I had left. Now there's nothing. Nothing familiar and mine." Great racking sobs gripped his strong frame, and Rex found himself supporting most of Fives' weight as the trooper broke down completely. But it was what he needed.

Rex used one hand to ruffle through Fives' hair at the base of his skull. He was surprised at how soft it was. His own hair had been more bristly. That was why he shaved it. Their bodies were exactly the same size of course, and with their fatigues on, Rex realized for the first time what Ahsoka must feel when she held him. The solid wall of muscle and man. It wasn't unpleasant at all.

He waited until Fives quieted a bit, making soothing noises he had no idea he was capable of. When Fives pulled away to see the tear streaks on Rex's shirt, he began mumbling another apology that Rex cut off again.

Looking in Fives' eyes, he held the man by the biceps not quite arms' length away from his body. "I understand loss. I understand comradeship and brotherhood. I know desire and intent. Now there is grief, and I know that too. Your pain is personal but not alone. Don't rush yourself to diminish his memory. You both deserve more than that," Rex said in his softest voice.

Fives searched Rex's visage. "What if there isn't time to take my time?" He asked as his hands slid up Rex's arms to rest on either side of his neck. His pleading look was the complete opposite of all the posturing and covert seducing he had been engaging in with his Captain lately. He looked young--he was young. They all were.

Rex took in a deep breath. He was going against his instincts of command by taking so much of a personal interest here. He had thought it would resolve itself. Fives wasn't the first Clone to lose someone he loved. But he was turning into a special case. He seemed worth some extra effort on Rex's part.

Because of these thoughts, Rex slid a hand behind the other man's neck again, pulling him back in. He looked down at Fives' lips, exactly like his own. Their earlier kiss had just been a smashing of skin. There had been no tender emotion behind it--Fives being frustrated and Rex being surprised.

Now, Rex had the control, and he would take charge. He stopped just short of touching his lips to the ones before him to check with Fives' eyes. If he saw anything there that looked like fear or hesitancy, he would pull back. But all he saw was trust and sadness. The sadness was what he was hoping to chase away for just a moment.

Their lips touched, and Fives inhaled in surprise this time. Rex was the first to move, to deepen the contact. He parted his lips slightly to take Fives' lower in between his. He had no intention of going any further than a kiss. He had meant what he said about not rushing the grieving man. But he knew that supportive and comforting contact wouldn't hurt for a moment.

They continued for another brief few seconds. Then Rex pulled his lips away and their foreheads together.

"Anything more, and I'll need the Commander's permission," the Captain said, and a smile ghosted across his mouth.

Fives coughed out a laugh. "Yeah, I understand," he said and smiled a genuine smile. He heaved a big, ragged sigh. "Thanks, Rex," he addressed his superior officer by his first name. "For everything," he amended.

Rex simply nodded. "Rack time," he pronounced. They parted ways outside of the door.

 


	5. Chapter 5

**Summary for the Chapter:**

> Ahsoka and Rex decompress.

Chapter 5

  
"What did you say, Rexster?" Ahsoka asked him as soon as the door to her quarters closed behind him. She was perched on her knees atop her bed. She had already lit candles.

He threw his helmet on the bed next to her and posed with his clenched fits on his hips again. He looked intently at the floor for a few moments. Then he sighed, and his posture relaxed.

As he rubbed his head and sat down next to her, he said, "I told him to grieve for Echo. I told him he couldn't hold it in or try to replace him." He felt drained. These emotional land mines were not his area of expertise.

Ahsoka rubbed his shoulders in sympathy. "Oh, my poor Captain," she said. She really did feel badly for him. The longer the war went on, the more he had to prop up the morale of his men. The turn-over of men and rookies, the loss of long-time brothers, the loss of experience and expertise. It was becoming difficult for them to keep their objectives in mind when they were surrounded more and more by strangers and untested quantities.

She began kissing his knotted muscles as she massaged his shoulders. When she felt him start to unwind a little, she threw her arms around his neck and hugged him tightly to her. They needed some silent contact to be able to put away the events of today and concentrate on each other completely.

Rex turned his head and captured her plump lips with his own. His groan of an exhale pushed his breath into her. Her eyes cracked open a bit, and she became slightly distracted. After a moment, she pushed against his cheeks to gain some distance between their mouths.

"Rex?" she asked as she slowly made circles on his back with her fingernails. "Anything else happen?" She kept her tone innocent and curious as she fluttered her eyelashes at him.

Rex flushed very lightly. "What do you mean?" he asked back. He kept up his eye contact with her.

"You taste funny," she informed him with a sly smile. "Like something new . . ." she trailed off as Rex's flush deepened.

"Well, I wanted to help Fives out," he began. "So I did." He finished with a simple shrug of his shoulders and a plea in his eyes not be angry with him.

Ahsoka put both hands on his cheeks again and kissed him soundly. When she pulled back, she replied, "I'm proud of you. You did what you had to for a brother. I could never be upset about that."

They kissed fervently for a few more minutes, reconfirming their commitment to each other and their dedication to their duty to the people around them. They were beginning to alter their view of their 'couplehood'. They were deeply in love and certainly appreciated each others' company above others. But the tug of duty was strong on both of them. As much as they benefited from their time together, they knew that some of their closer friends could do the same.

None of them knew how much time they had in a galaxy where they put their lives on the line every day. New enemies, new weapons, and new diabolical Separatist strategies threatened them with death, dismemberment, and battle fatigue relentlessly. Leave time was non-existent in the Outer Rim. The troops had no time to think about anything but surviving and taking the next bunker or stronghold.

They were both clear that this was not a plan for 'passing the two of them around'. They were looking for more meaningful connections like what they had found with each other. Their discussions had started after Ahsoka admitted to Rex that she had heard Kix's comments about her. She had waited until he had stopped mentioning doubts about her. By the time she brought it up, Rex had had the time to adjust to the notion and wasn't put off.

When Fives and Echo were thrown into their circle as well, Rex and Ahsoka had already been making an effort to get to know Kix better. He was smart and tough. He performed well under pressure and put the welfare of the men above any particular mission or objective. That especially endeared Rex and Ahsoka to him. Taking care of their own was a high priority to both officers.

And then they had lost Echo, and Fives had spiraled for a while. Ahsoka wasn't sure what to do until Fives had made a move on Rex. It seemed almost fortuitous that there was someone interested in each of them. Whether Kix was interested in an intimate relationship was still debatable, although when Ahsoka suggested that might be the case, Rex snorted and rolled his eyes at her.

"He's interested, Ahsoka. Trust me," he said.

"How do you know?" She asked him very seriously.

"Uh, because he's breathing?" He replied, and his head was introduced to Ahsoka's pillow as she whacked him with it. He fell back onto the bunk behind her.

"C'mon," she said. "Not all guys are like that, are they?" She's so sweet and sheltered, he thought.

Rex gathered her up into his arms, kissed her on the tip of her nose, grabbed her left breast, and replied, "Yes, they are." Before she had time to formulate a comeback or grab him, he added, "Just keep your eyes on the Generals when they are making plans to 'strategize together'." He raised his eyebrows in suggestion.

Ahsoka clapped her hands over her mouth and shook her head. "No!" she gasped. But as she thought about it, well, yes. "That's no fair. They'd have nexu kittens if they knew about us! Especially Skyguy." Ahsoka started giggling uncontrollably at the thoughts rushing through her brain.

"Well, double standards exist even in the Outer Rim, honey," he replied with a lazy smile and a light rub of her shoulders.

He was reclining on her bunk while she kept her perch on the edge, legs wrapped up under her. She faced away from him and murmured at his touch.

"That feels good. I guess I'm holding some tension in my shoulders again," she told him.

He adjusted his position to reach both of her shoulders with whole hands. "Well, let's see what we can do about that then, Commander," he murmured back. He continued his massaging until she began to relax her Jedi posture and sag into his abdomen that had snugged up behind her.

His hands began to run down her lekku and arms instead of massaging. Her encouraging sighs provoked a smile on his face. She squirmed back when she felt his length begin to press into her flesh. His answering sounds of satisfaction told her he was enjoying her motions too.

Flexibly, she leaned back across his waist and made a bridge of her body between her bottom and her montrals across his body. She threw her arms over her head as well, encountering the wall before she could fully extend. Bracing herself on the wall, she began to seesaw along his body as he turned more fully on his back.

With her on display over his body, Rex reached down to brush over her breasts. They were pert but growing fuller. He was glad that she was wearing clothing with more support and coverage. The fact that it was still form-fitting was something he took as a compromise.

Ahsoka's continued sighs of contentment as he caressed her curves encouraged him. He lifted his hips against her to create some more friction. At the same time, his left hand traveled down to the leg of her sleep shorts. And up. And over her thigh. His fingers becoming experts of her body, he brushed lightly against her outer lips to make his intentions clear.

He was planning to make her scream his name. Again.

She rolled up on her side to face him, smirking at his bold moves. Her right hand snaked over her waist and found his tumescence inside his pants. When his eyes rolled back into his head and said head dropped to the mattress, she almost giggled at him.

He's so easy, she thought.

But as he continued his small movements between her own legs, she lost all teasing impulses and took action. Rolling fully to her knees, she slid her shorts off completely. Then she hooked one long, slim sienna leg over his thick neck, presenting herself for his fingers and mouth. As she did, she pulled his pants down over his hips to fully free his cock for her perusal.

The next ten minutes were filled with the sounds of passion. She sucked and licked. He sucked and licked. She moaned and pressed back onto his tongue. He bucked his hips up as she swallowed him whole.

If I live to be one hundred, he thought, I'll never experience anything more amazing than that mouth on me.

And to prove his own point, he shuddered in climax and clenched her tightly against his face as he did. When she came up for air, he finished his own task with a diving tongue and a tickling finger. Ahsoka held her breath and let it out in a gasping rush as she undulated on him.

"Oh, Rex!" she called out desperately.

She trusted him so completely. Even in the middle of her most unguarded moments, she was totally secure. She couldn't even feel embarrassed in front of him anymore. He had taken her female cycles in stride, spending the nights spooning with her and rubbing her achy abdomen. Losing all control in her ecstasy--and being glad to do so--was just one more delight in her Captain.

Crawling around to face him, she claimed his lips with her own. Then they settled into an embrace with a satisfied sound. "See?" he said. "All guys are like that."

He was gifted with a swat across his pecs. His whole frame shook with laughter.

 


	6. Chapter 6

**Summary for the Chapter:**

> On a jungle planet, a moon-bathed waterfall provides a perfect place for three people to find privacy and passion.

Chapter Six

  
Ahsoka squirmed a little. It was a tight fit, even for her. She couldn't imagine what the troops were feeling.

But she pressed on nevertheless, as did they. Recon was better than an all-out firefight anyway.

She brushed large, green vines out if her way and wished for the hundredth time that she had a helmet and climate-controlled suit.

"There is no sweating. There is only the Force, " she muttered to herself through clenched teeth. Rex, moving right behind her, stifled a chuckle in his helmet.

Finally, the sort-of path they were following through dense foliage gave way to larger areas where more sunlight penetrated the canopy. Ahsoka stopped briefly, stepping aside to let her troops move into the wider area, and wiped her forehead. Her hand came away not only sweaty but dirty.  
For four days, she and her squads had been tracking sep movements on the jungle planet in the mid-rim. There were no sentient inhabitants on this continent, which made the Council nervous about the Separatist presence.

Ahsoka was pleased with the intel they had gathered so far, but her instincts told her there was something else to find. But that meant pressing even further into the forest on foot. Speeders were useless in this terrain, and keeping as low a profile as possible ruled out larties as well.

She looked at the sky, noting that darkness was falling quickly again. They needed to find a good place to hunker down for the evening. She centered herself in the Force, and reached out with her senses. She felt no imminent danger in the area. She let out a cleansing breath.

"All right, guys," she threw back over her shoulder. "Let's look for a good place to hunker down and get some rack time." The squad fanned out in a regular search pattern.

Ahsoka stood with her hands on her hips contemplating another evening sleeping alone. She didn't like it. Not one bit. Not when her warm, hard-bodied Captain was right in front of her. So close she could almost smell him, but too far away to touch in front of other troopers. They needed some alone time this evening. It had been too long . . .

Once the properly camouflaged and yet defensible ground had been identified, tents were pitched and dinner was prepared. Small fires were allowable under the trees, but the troopers were careful to keep them small and to snuff them soon after the food was ready. They ate in relative silence, lost in their own thoughts about the mission.

Ahsoka watched Kix walk among the men, assessing any small abrasions, bites, or sore muscles to make sure no one was hobbled in any way. She smiled a small smile at his caring and confidence. He was attractive in her eyes for his innate qualities much more than just for his physique. He was almost identical to Rex, but she could pick out some differences, given her intimate knowledge of her Captain. She wondered how those differences would feel under her hands, her lips, other parts of her anatomy.

Shaking herself out of her self-induced arousal, she finished her meal quickly and made her way to Rex's side. The two of them automatically turned to face away from anyone else to shield their private words.

"I need to wash," Ahsoka informed him. "I'm all sweaty. I want to check out the waterfall that Chopper reported to the east. Accompany me?" Her request was accompanied by a bat of eyelashes.

Rex smiled a slow smile. "Of course, Commander," he agreed. "Let me make the rounds of the troopers first. And check in with Kix for a sitrep on any medical concerns."

Ahsoka nodded and made some rounds herself in the meantime. Once troopers started settling down into their tents for the night, she and Rex would be able to slip away quietly together.

After another hour, both officers were satisfied with the conditions of the camp and its inhabitants. They slipped away separately and met up a short distance from the camp in the direction of the waterfall. The night had cleared revealed twin moons nearly full. Ahsoka kept glancing up at them as they made their way to the edge of the inviting pond at the foot of the falls.

The trees receded from the short slightly to give them a small lip where they could shed their clothing and armor and quietly sink into the refreshingly cool waters. The two of them swam around separately for several minutes, relishing the release from their combat clothing and feeling the buoyancy of their bodies as they bobbed and rolled.

Ahsoka dove under the water and came up behind the waterfall. Then she swam through the splashing water, emerging like a goddess from the spray. Rex had been waiting for her and when she was close enough he scooped her up into his arms. She was slippery from the water, something the two of them were familiar with from their habit of showering together. But her feather-light weight was even lighter in the deep water.

"Cyar'ika," he mumbled into her montrals which reverberated the endearment all the way down to her toes. She gave out a moan of relaxation. The water was doing wonders for her mood. She could feel her whole body unfurling from the stress of the march. Fleetingly, she thought they should let all the men come have a short swim in the morning for the same reasons. She decided to talk to Rex about it . . . later.

She lifted her legs around his trim hips, bringing them closer together as they bobbed in the water. Both of his legs and one arm kept them afloat. The other strong arm clutched her to his chest, just short of crushing her. Her breasts flattened into his pectorals and their nipples brushed against each other. Ahsoka attacked his neck with her lips, kissing, licking, nibbling, laving the little bite marks. She wouldn't leave actual marks this time, she decided. Just give him the sensations she knew he craved.

Moving back to shallower water, Rex's feet touched the sandy bottom. Now he could encircle her with both arms, one slipping down to massage her peerless butt and her strong thighs that gripped his hips. With the water between them, he couldn't tell if she was wet yet from their touch, but he knew she could feel his beginning arousal against her.

She let him know she felt it in the second moment when she reached under her own thigh to touch him lightly. She held him against the skin of her cheek where it met her upper thigh, feeling the heat of his skin against hers despite the cool water.

They had switched to kissing each other deeply by now. Their mouths opened and accepted each other in as if a long-lost part of themselves. Their tongues entwined and probed to determine if there was one last part of the caverns that were unfamiliar. They switched sides, brushing their noses, and continued the exploration. Both made sounds of pleasure, lost to the wind and the waterfall noise.

"Make love to me, Rex," Ahsoka whispered into the shell of his ear when she finally broke away to breathe. "We've never tried it outside before."

His low chuckle surprised her. "We've never had the opportunity before--living in outer space and all," he replied. She smiled at the shared experience. It was true. They were rarely in a position on a planet where they weren't surrounded by hundreds of people and/or life-threatening circumstances that hardly allowed for eating much less romantic dalliances. And the rest of the time, they were on the move in their rocketing metal vehicles from theater to theater.

He began to walk toward the opposite shore from where they had entered the pool. The moonlight was stronger on this side, and he wanted to see it sparkling in her eyes as they had sex. He was reaching waist depth when Ahsoka suddenly pushed away from his chest.

"Wait," she breathed. "I want to watch you come out of the water. Please put me down."

Rex was perplexed by the request but complied anyway. Ahoska swam swiftly to the short, pulled herself out of the water, turned to face him, and then gave him more instructions.

"Go back until the water's as high as your neck. I want to see every sparkling inch of you emerge from the water, glistening," she directed with a large smile and a lick of her lips. She was going to visually feast on her man.

Now understanding her intent, Rex made his way back into the pool. When he reached the depth she indicated, he was just barely out of the shaft of moonlight. He began to walk slowly forward toward his prize.

Ahsoka watched carefully as his body was revealed to her. First his strong shoulders with muscles that he rolled back, giving her the full treatment. Then he lifted his arms up over his head and stretched his whole torso, most of it still underwater, but the effect was still mesmerizing to her. She watched the water roll down his wrists and hands to his forearms and biceps. Some of the drops made it all the way back to his shoulders; some slid off sinewy curves before that, returning to the pool with small circles.

He kept up his slow pace and finally his chest appeared. His arms lowered to rub experimentally across his pectorals. He closed his eyes and dropped his head back to his shoulders for a moment, stilling his steps. He followed the contours of his chest with his hand the way that he knew she liked to do herself. The effect was very arousing for Ahsoka. She couldn't suppress the needy moan that escaped her throat.

He smiled to himself when he heard it. Resuming his former position with his head upright and his hands in the water in front of him, he walked a few more steps until his torso was revealed. Again, a hand wiped at the water droplets across the dips and valleys of his body. He even circled his navel. His other hand moved in the opposite direction, up over his pacs again and to the back of his neck, massaging the corded muscles there.

Ahsoka was a live wire. She never imagined that Rex would do these things for her. Pose and primp and drive her crazy with his sexy movements. It was like a strip-tease where he was stripping off the water instead of clothing.

When she heard his answering moan, her pupils dilated even further. She could see the beginning of the trail of hair below his navel. She longed to lick it but knew that her chance was coming soon. His powerful legs continued his trek.

As pleased as he was to be granting his lover this arousing display, his own arousal was being kept in check deliberately. His cock was still pointing toward his toes so that it didn't burst from the water tip-up. He wanted to give her the chance to tip things upward. Therefore, his dark hair appeared first, and then inch by inch of him, trailing the cool water droplets.

Ahsoka licked her lips again. She could taste him in the back of her throat. She was a little surprised to find him less than fully erect, but she had faith that she could quickly remedy that condition. She watched the water softly flow off of him in ways that she was quickly wishing she could as well. To be the fluid that followed those contours would be heavenly, she thought.

His thighs were next. And again, she loved seeing the hair that sprouted from his legs. Hair so fascinated her. And Rex's hair was especially intoxicating. On this part of his body, she could see little trails through which the water was running and parting the hair on his legs. His calves emerged, and she marveled at his strength. Then he stopped.

He stood with his hands on his hips now, looking at her. "And now what will you do for me, love?" he asked in a low voice, colored with his desire but still controlled. He lifted an eyebrow at her.

"Come here and find out," she invited. As he approached her, she scrambled up the shoreline but not out of the moonlight. Her skin looked silver, her montrals black and white--he knew from experience her arousal had turned the blue markings to black. But the contrast was even more stunning in the moonlight. The white of her seemed pearlescent, shimmering with its own light.

He pulled himself up onto the edge where she had sat watching him. She had her back to him still, but her gait had changed. She was swaying her hips a lot more than she usually did. When he settled into the soft grass, reclined on his side and legs stretched out, she cast a look over her shoulder to see if he was ready. Then she made a quick pirouette on her toes, ending facing him.

She began a dance for him, using her hands on herself as he had on himself. She mimicked his favorite caresses and could clearly see that she was already having an effect on him. She continued to writhe and sway to the beat of her own heart, which was rapidly increasing--and not just from the exercise.

Executing a particularly bold move with her derrière in the cool air and her head between her spread legs, she spotted movement on the opposite shore. Her senses told her there was no danger, and in the next moment she saw why.

Kix emerged from the curtain of leaves, half divested of his armor already. When he spotted her, he stopped dead and his eyes widened. What she couldn't tell was that his cock also stiffened almost painfully. He felt so jealous of Rex in that moment.

He had known for a while that his Captain and Commander were involved. And it had piqued his interest. Until seeing her lascivious display in the sparkling moonlight though, he hadn't felt the surge of envy that now clouded his brain. She was magnificent--and not just sexually. The way she moved; the way she fought; the way she cared. These were the things that drew him to her.

Lucky di'kut, he thought. He sank down into the grass to enjoy what he could of the show until Rex made him move. Ahsoka apparently wasn't so inclined. She kept up her movements knowing she had an audience of two now.

He was entranced by her adventurous behavior. He had never imagined she would be so open about her body despite the way she usually dressed. She was always professional. He had honestly wondered if some of his brothers saw her as just one of the guys instead of a female.

In fact, he remembered when she had become acutely female for him. They had been in the middle of yet another firefight when she was hit by some stray shrapnel in the thigh. Right there, with blaster bolts whizzing by their heads incessantly, he had held that lovely lithe appendage in his hands as he removed the metal, cleaned the wounds, and bandaged her.

She had kept her eyes on the ground, seeming embarrassed about the intimacy implied by his touch on her upper leg. He said nothing that didn't have to do with his task, but his mind was caught on her soft skin and slender leg. The impression of her femininity had never left him.

And now all of her femininity was on display. He knew by now that she had seen him and was pleased by his gaze roving over her as she moved. After a few more acrobatic moves, she sank to her hands and knees and crawled toward Rex's reclined form. She brushed her lips against his ear, looked directly at Kix with her enormous eyes, and smiled seductively.

All of it shot directly to Kix's groin once more.

He couldn't hear their words, but the fact that Rex didn't immediately scramble to his feet and order the Sergeant away told him that his presence was at least being tolerated.

He watched Ahsoka roll Rex onto his back and straddle his hips. She leaned down for a lingering kiss before turning toward the medic. She beckoned with her long fingers.

Kix wasted no time shedding the rest of his armor. He dove into the cool pool and broke the surface halfway toward them. He measured his pace then, still unsure about Rex's reaction.

Ahsoka watched a second display of water dropping off of a distinctly male body and couldn't help licking her lips again. When Kix reached the edge nearest the other two, he stayed in the water awaiting further instruction, nervously shifting from foot to foot. His anticipation of participating, however limited that might be, was near to bursting.

She stood up off of Rex, and walked toward Kix with the wiggle in her hips. He couldn't help his eyes falling to her hips to appreciate her. His hands reached out tentatively to land softly on her curves, all the time expecting to be reprimanded.

Ahsoka stepped up to him on a small raised section of shoreline. With the added height, she was almost eye to eye with him. Then she put all of his doubts to rest when she leaned up and took possession of his mouth with hers. She had learned a lot in her time with Rex, feeling comfortable enough not only to experiment but to also ask Rex what he liked.

Of course she didn't expect Kix to be exactly like Rex. Not at all. But she was entering new territory with two men at the same time. She wanted to take it slowly and see where things ended up.

She brought her hands up to cup his cheeks as she slowed the kiss. She heard Rex clear his throat behind her, reminding her that she had another man awaiting her charms. She pulled her lips away from Kix, smiled at him as his dazed eyes opened, and turned to smile over her shoulder as well.

"Patience, Captain," she said in a sultry voice. Rex was still lying on his back in the grass with his hands folded behind his head. He looks delicious in the moonlight, she thought. She was truly looking forward to their union after days spent in each other's company but unable to even brush their lips together.

Her hand slid into Kix's, and she pulled his steps forward with her onto the grass. They walked around Rex's head, Kix studiously avoiding the other man's sightline. He kept his eyes on the beauty attached to his hand. He studied the lines of her moving muscles, half clinically as a medic, half as a man with a raging hard-on in need of some female attention.

When she had him where she wanted him, she turned and leaned her whole naked frame into his. Now she only came up to his pectorals, but she took the opportunity to nip at one of his dark nipples. He groaned as his head sunk back onto his corded shoulders.

Ahsoka's eyes slid down to catch Rex's. She wasn't exactly sure how she wanted to proceed. Although they had discussed including someone else, they hadn't gotten as far as 'logistics'. She turned back to Kix and looked up into his eyes now.

"Slowly," she whispered to him. He nodded, understanding her trepidation as he felt his own.

Ahsoka kneeled back down into the grass next to Rex's reclined form. She placed her free hand onto his stomach and began making small circles. With the other hand, she tugged Kix down onto his knees next to her. He reclined back to mirror Rex's position.

Hmmm, she thought, looking from one to the other. Now this is a sandwich.

Once Kix was settled, Ahsoka swung her leg back over Rex to straddle him. She released Kix's hand and bent forward to place both hands on either side of Rex's neck. Then she claimed his lips again. His hands settled on her butt and pulled against her to create some friction. Kix licked his lips and bided his time.

"Mmmmm," moaned Ahsoka against the more familiar lips. She would know Rex's taste anywhere. "Now, I believe we were just about . . . here," she continued as she pressed herself down against his throbbing erection. Her eyes repeated her earlier request to make love to her.

Rex guided her hips up and angled his own hips to place himself just at her vaginal opening. He could feel the wet of her arousal as he circled his goal. Then he began to slide, bit by bit, into her. She relaxed into his motion and in no time, he was fully sheathed. They moved for a few moments before Ahsoka turned to Kix again.

"Kiss me," she said.

The medic raised his upper body to reach her. His hands cupped her cheeks reverently, and he began to tease her. Upper lip, then lower lip. Then the sides of her full lips. He wanted to savor all aspects of those plump twins on her face that had inspired many fantasies. His cock jumped a little at the thought of some of those more brazen fantasies. Perhaps tonight would fulfill one or two.

But right now, he was just enjoying what he had in front of him. Her arm had moved around his neck to help her hold on as she bounced. He could feel the strength in the slender appendage that was so different from the Clone arms he was used to examining.

Ahsoka continued rocking over Rex's body, as one of his hands snaked up to cup a bare breast. Kix slid an answering hand down her lekku to find the other breast. He deepened their kiss as her welcoming mouth parted. Ahsoka could feel tingles fluttering up and down her body from her lekku to her toes. It was like Rex had more hands and lips with which to pleasure her.

The thought was very arousing indeed.

She pulled away from Kix's lips only to seek out Rex's. As she bent over his supine form, Kix began a slow and soft caress of her head tail. He let her own motions up and down on Rex's cock move the lekku through his fingers. She was making more insistent sounds now, releasing Rex's lips to allow him to kiss her cheeks and neck. Her speed increased to match her frantic breathing.

"Rex," she moaned as she felt her nipples stimulated by his firm chest.

"Come for me, my love," Rex whispered into her ear. After a few more strokes, aided by Rex's answering thrusting, Ahsoka began quivering in a manner he knew was beyond her control.

Her breath was loud and rasping as she shuddered endlessly on his body. Kix felt electricity shoot through his skin as he watched her in this most intimate moment. He was honored to be a part of it--to have had a hand in helping her to the precipice.

Finally, she collapsed bonelessly onto her lover. Kix withdrew his hand and waited to see what he would be asked to do next. As far as he was concerned, he had no wishes tonight. This was all about Ahsoka's pleasure. And he knew that he would derive plenty for himself from hers.

Rex kissed her montrals softly and wrapped her up in his arms to try to ward off any impending chill from the sweat on her skin exposed to the cool air. She lifted her head and kissed him deeply but slowly for long moments. He still had not exited her body. In fact, feeling him still deeply ensconced inside her welcoming folds rekindled her energy for another round.

Rex looked askance at Kix. He had no intention of letting Kix have sex with Ahsoka--not yet. But, he thought, perhaps they could accommodate him otherwise. Whispering into her ear again, Rex laid out his thoughts.

Ahsoka giggled and nodded. Then she carefully turned herself around to face his feet, never losing contact with his body inside her. Once there, he grasped her hips, bent his knees, and quickly flipped her over onto all fours--again never losing the intimate contact of their genitals.

Kix watched their maneuvering with awe.

Ahsoka had to look back over her shoulder now to see Kix's face. She smiled what might be classified an 'evil' smile and again beckoned to him with one crooked finger. Kix lost no time in scrambling toward her. She guided him onto his knees in front of her with a firm hand on his manhood. He sunk down with a sigh.

Rex began to move slowly within her body once more, running his hands up and down her back and teasing the tip of her head tail. Ahsoka used her hand on Kix to boost him up to full hardness. He sat with this knees in the grass and his hands on his hips. She was disappointed that he didn't want to touch her.

"It's ok to touch me," she told him as she looked up into his wary eyes. In fact, to help him along, she pushed herself up against Rex's chest, never losing her grip on Kix's cock. She pulled him a few shuffling paces toward her and began kissing his neck. She noted how his scent was different from Rex's. Different soap, yes, but underneath that, his body spoke of medicine and medical bays. He was also still damp from his swim, and she was able to lick some stray drops off of his skin.

She used her montrals to caress his cheeks, reveling in the stubble she found that stimulated her already sensitized skin. She switched sides of his neck, and his hands came up to cup her elbows. She continued to slide her hand up and down his hardened member in a slow rhythm. It mimicked the pace Rex was setting behind her.

Ahsoka still sensed hesitation on Kix's part. She wasn't happy about that. How would he be able to relax and enjoy himself if he was constantly on vigil about Rex calling him off? She decided to be blunt with the man.

"Do you like me sliding my hands along your cock, Kix?" she cooed into his olive skin. His answering moan made her smile. "What else do you like? Would you like my lips on you too?"

His posture snapped up to attention and he looked down into her eyes. Would she do that? He nodded haphazardly with need and desire peeking out of his eyes. He had imagined such a thing but never thought it could happen.

Ahsoka went back to kissing his skin. She made her way down his chest, noting little scars that were different from Rex's. She reached back and squeezed a handful of Rex butt to let him know she kept him in mind while she tended to Kix. His answering kisses on the back of her neck let her know he was happy.

As she bent back down toward his lower abdomen, Rex picked up his pace a little. He didn't want to rush Ahsoka, but he was feeling pent up. Her posture made it easier for him to watch himself, he loved to watch himself slide in and out of her. She made a little answering moan to apprise him of his prowess.

Both of her small red hands now rested on Kix's lower abdomen, playing with the hair leading down from his navel. She licked the hair in swirls, teasing the poor guy. Finally, her hand settled back at the base of his cock, squeezing gently before twisting upward. He grunted and placed a large hand on the back of her head lightly. Her other hand grabbed his thigh and he covered hers with his free hand.

Before taking him into her mouth, Ahsoka breathed on his silky skin. The warmth of her breath in the cool evening air was almost shocking. Kix sucked in a sharp breath himself. But then he hummed in appreciation.

She's more amazing than any fantasy, he thought. And she's sharing herself with me. Rex is sharing her with me. How lucky can one guy get?

The moment had come to fulfill her wish and his desire. Wrapping her lips around her predator's teeth, she encased him with her volcanic heat. He used all of his willpower not to jerk his hips up at the sensation which only increased as she slid further down. Her progress was a little jerky considering Rex was pounding into her quite forcefully now. She decided to just move with him instead of working against the current.

After a few more thrusts, Ahsoka was spitted on Kix and Rex's erections. She was nearly filled with beautiful, muscled men. Men in whose hands she could place her life as easily as she swung a lightsaber. Men she trusted and valued. Men who made her feel like a woman--loved, cared for, respected, pleasured. She felt very grown up indeed.

Rex was nearing his own climax, but kept asking himself what he'd do if he came and Ahsoka wasn't finished with Kix yet. He wasn't yet comfortable with her pleasuring another man if he wasn't involved in some way as well. He decided to slow down his own progress and speed hers up.

He reached beneath her lithe thigh to reach her clitoris. He parted her lips with two fingers and slid the middle one right down her middle. Ahsoka groaned around her mouthful. So many wonderful distractions, she thought.

Kix was still controlling his thrusting, but she could tell by the tightening of his testicles that he was getting close to his own orgasm. She sped Rex up again with a few well placed thrusts of her own hips.

Her tongue ran up the underside of Kix's cock as she pulled her mouth back a bit. Then she swirled around the crown, retracting the foreskin slightly with her fingers. The sounds he was making were becoming louder and more desperate-toned. She knew he was happy, and that made her happy.

Rex's rhythm began to falter in his throes, so she engulfed Kix once more and swallowed. He let out an exclamation and then she was swallowing again and again. Apparently, Kix didn't got in for a lot of self-satisfaction. He must have been saving this load for a while, she mused. Some escaped her lips, but she didn't mind.

Rex began his growl of orgasm as well and pulled her behind as close to him as was possible. Then he speared her and lifted her up from her knees, gasping and groaning. Ahsoka dipped her consciousness into the Force to see their radiant signatures in the afterglow. I did that, she thought to herself in a congratulatory manner.

Releasing Kix's spent organ, she climbed back up his body and solicited a kiss which was speedily bestowed. He even wiped the errant semen from her lips with his hands as he cupped her cheeks again.

"Thank you," he whispered, breathless.

"It was my pleasure," she replied.

His quick quip back was "Both of ours." She smiled at his wit.

Stretching her back upright, she flung both arms around Rex's back as he nuzzled her neck. "I love you," he spoke into her lekku.

"I love you too," she told him. He withdrew from her body and flipped her around to claim her mouth himself. They kissed deeply, and he had to admit that another man didn't taste half bad when he was mingled with her potent tastes. Ahsoka sighed into his mouth, completely satisfied with their interlude that had successfully erased the weariness of the mission.

Kix snugged up behind Ahsoka, rubbing his chest on her head tail and placing his hands lightly on her hips. He kissed her neck and shoulder blades in worship of the beautiful woman who had given him such pleasure. One arm left Rex's neck and circled around Kix to hold him as well.

They stayed like that until their knees grew tired. Then the two men reassumed their lying positions with Ahsoka tucked between them. She squirmed a little at the titillating sensation of two pairs of strong, hair-covered legs rubbing against her, four rough hands that stimulated just right, and two sets of lips setting her skin on fire.

By unspoken consent, they all decided to hold off on any talking about their encounter until another time. Now, they just wanted to enjoy what little time they had left for sensation. All too soon, they would have to make their separate ways back to camp before they were missed or the other troopers woke for the morning march.

Until then, they would cuddle and kiss and caress and enjoy.

 


	7. Chapter 7

**Summary for the Chapter:**

> This will be the final chapter of this PWP which spun out of control. It's been fun writing, but I'm ready to leave this set of characters in this AU. Everybody got some anyway.

Chapter 7

  
Ahsoka grumbled to herself. Why did she have to look for this elusive piece of equipment that was just oh-so-important to the next mission? Was that really a good use of her time as a Commander? Her Master seemed awfully glad to be sending her on this little hide-and-seek mission.

She entered the equipment bunker onboard the Resolute with a scowl on her face and cloud on her brow. Using the Force, she tried to triangulate the Hydro-vibro-scanner-flutuator-thingy that Skyguy needed. Whatever it was, she didn't care.

She was just in that bad a mood.

After a half hour of fruitless searching, she gave up. With a huff and a stomp of her boot, she turned around and headed back toward the door. Luckily, even in a bad mood, Ahsoka's natural and Jedi graces allowed her to move with very little sound. Otherwise, she would have missed . . .

"I thought you'd feel right at home in here with all of these long, phallic gun barrels, Fives."

Ahsoka stopped dead and listened intently. When she triangulated the location of the voice, she quickly ducked behind some loaded supply shelves from which she could see. Who is Fives with, she wondered. And just where was this conversation headed?

"Yeah," replied Fives. "But I'm not used to being dwarfed. I like being the largest phallic symbol in the joint." The hearty laugh of two men echoed around the room.

She found them tucked back in a corner, well away from the sight lines of the entry door. Somewhere secluded and private, she surmised. A smile crawled across her face. She was happy that Fives had found someone.

Adjusting her stance a little to duck her head and see them more clearly, she picked out Fives immediately as he faced her. The other Clone was becoming more familiar but it wasn't until Fives reached out his hand to run it down the other Clones cheek that things clicked.

"How long did it take?" Fives asked about the large tattoo that covered most of Kix's head. Ahsoka had wondered the same thing.

Kix answered as if he had been asked the same question many times before. "Eh, several hours across several sessions. I couldn't sit still for longer than three to four hours at a time. You know how it is." He smiled at Fives and received a knowing smile in return.

 _Yes_ , thought Ahsoka. _It's not like my boys to be idle_.

Kix then covered Fives' hand with his own. They stood like that, stone still for a few moments, somehow taking the measure of each other. Ahsoka was just about to try to make a discreet exit when their fatigue-clad bodies moved toward each other.

Kix's eyes dropped to Fives' mouth. They met slowly but surely. They had been dancing around each other for a while now. Fives had intimated his desires first, and Kix had slowly nursed his own. He knew about Fives and Echo, and like the Captain, he didn't want to intrude on any grief.

Reaching his other hand up to Fives' shoulder, Kix pulled him smoothly forward. Their heads tilted to avoid bumping noses. At first, there was a just a brush of skin on skin. Then Kix's eyes widened as Fives came down much harder on his mouth, demanding entrance. The medic felt his heartbeat speed up at the intensity of Fives' actions. It was intoxicating to be so forcefully desired.

Opening his mouth, their tongues began to tangle. Fives moaned into their joined mouths, then detached to trace a line down Kix's stubbly chin to his pulse point. Sucking hard at the skin there, he noted the elevation in the other man's heart rate. Smiling to himself, he moved back up toward an earlobe.

Meanwhile, the medic was concentrating on connecting their chests and abdomen's together. He liked the feel of hard muscle against his own. It was very different from his brief time with Ahsoka. But different wasn't a detriment at all. If anything, Kix felt lucky to be able to experience both.

Fives arrived back at Kix's mouth for more deep kissing--too deep to even breathe through their noses. When they broke for air, Fives latched on to Kix's lower lip with his teeth, not biting hard, just holding on. Kix smiled. He laced his arms around Fives' back and held on as well.

Ahsoka realized that she really should leave them in private. But her recently developed naughty side was enjoying the show way too much to leave now.

Sliding an exploratory hand up into Fives' hair, Kix massaged the back of his partner's head as he moved with the motion of their kissing. Then he broke free to explore the skin on Fives' neck too. Fives let out a groan of appreciation.

Then things got really heated.

Fives grabbed onto Kix's shoulders and slammed him back against an empty wall. The other man's eyes widened again in shock, tempered by a fiery anticipation. Fives pulled his shirt over his head, then leaned forward and divested Kix of his as well. Then he attacked the medic's nipples with his fingers, pinching them hard. His mouth attached to prominent collar bones, nipping and growling his progress.

Kix writhed against the wall. He spread his legs apart to invite Fives even more into his personal space. At first, his hands stayed flat against the cool metal behind him, but then he raised them to Fives' hips and clutched the loose fabric into his fists. His thumbs hooked into the waistband and rubbed against the soft skin he found. His head fell back with his mouth open and panting.

Fives left Kix's nipples and traveled his hands down the flat of the other man's stomach, finding new sensitive spots. His large hands cupped around the medic's sides and he massaged his fingers on the back, his thumbs on the abdominal wall in front. The rough texture of his fingers was very stimulating. He felt the same type of thing going on on his hips.

Suddenly, Fives pulled back. He didn't stop touching Kix, but he was too far away for the other man to kiss him or do anything except hold onto his hips.

"You all right?" he asked in a low, gravelly voice laced with unspent lust.

Kix looked confused. "Yeah, why?" He wondered if he had done something wrong.

"Well," Fives replied dropping his gaze a little. "I can be a little rough. I didn't know if it was your style or whatever." He lifted his eyes back to his partners'.

Kix lifted a hand to Fives jaw. He started intently into the brown eyes just like his own. "I like it rough," he assured the ARC with a voice as low and gravelly as Fives' had been. "I want to know I'm fucking a man--or he's fucking me." He smirked to punctuate his pronouncement. "Get on with it."

Kix made a move toward Fives, and Fives reflexes reacted. He grabbed Kix hard by the arms, pinning them to his sides. Then he came nose-to-nose to the medic.

He barked out an order, "Turn around and assume the position. Hands up!" Then he spun Kix and pushed him against the metal wall with all of his body.

Ahsoka couldn't help a sharp intake of breath. Rex had never been that forceful with her. She hoped that Kix hadn't bitten off more than he could chew, so to speak.

Fives kicked the other man's legs apart a little to settle him just a little lower. This would give him more leverage for pumping. He ran his hands up Kix's arms and slid his fingers between those already scrabbling against the smooth surface.

With his face crammed against Kix's ear and his hips pressing just ever-so-much more than the rest of his body, he said, "Does that feel like a man grinding into you, brother?"

Kix just groaned and threw his head back, seeking out Fives' lips once more. They kissed sloppily and noisily for a few moments, Fives continuing to grind into Kix's ass. Fives' hands slipped down toward Kix's waistband, teasing the soft flesh under the elastic. Kix remained poised on the wall.

Fives began working his brother's pants downward, running his hands over his tight cheeks. He growled into Kix's mouth as he appreciated the physique before him. Not that they weren't both built, as Ahsoka duly noted, but because he liked feeling the little differences.

Setting a painstaking pace in disrobing the man pinned to the wall, Fives was halfway down Kix's legs when Kix turned to look down at his partner.

"You gonna be all day down there?" he provoked the ARC with a lifted eyebrow.

Fives stopped all movement to regard Kix. He tilted his head to the side, stayed in his crouched position, and stuck a thick forefinger into his mouth. Kix watched him intently. When the finger emerged with a soft pop, Fives began running it up and down the back of Kix's knees. The medic's eyes closed softly.

"Some things take time to develop, to let the pleasure spread. And others are best enjoyed fast and hard," he lectured softly.

On the last sound, he raised his hand to Kix's ass and buried the wet finger to the second knuckle. Kix groaned at the intrusion, unused to the sensation.

Fives rose to his feet again, shucking his own pants down. He kissed his way across Kix's shoulder blades to his ear once again.

"Hard enough for ya," he asked and crooked his finger a little. The other man yelped and jumped just a little. "Uh-huh. No moving from that spot," Fives chastised. "At least, not until I find the perfect spot myself." Kix wasn't quite sure what Fives meant.

But in the next moment, he didn't concern himself with semantics anymore. The finger was removed and replaced by something much harder, wetter, and thicker. Fives used a small tube of lubricant that he had grabbed with his other hand as he had tormented Kix with his insertion. His cock covered, he pressed against the tight ring of muscle, demanding entrance.

Kix braced himself a little more and pressed back. He was in pain, but he knew that he'd survive. Fives had told him a little about his experiences with Echo when they were still flirting with each other. He hadn't imagined that Fives would be interested in him. Fives was an ARC; he could have anyone.

But here they were, enjoying each other immensely if he were to go by the sound of grunts and growls emanating from Fives' throat. Fives worked to incrementally move himself into his sheath, searching at the same time for the right angle to Kix's sweet spot.

Kix felt the air rush out of his lungs as Fives sank home. "Oh, fuck yeah. Fuck me, baby. Let me feel it," he ground out.

Taking that cue, Fives began to move. He pivoted his hips up and back, his torso steady as he gripped Kix's hips from behind. The lube made it easy to come up to speed quickly. Almost too easy. Fives began to realize that it had been a long time since he had last had sex with anyone. He wasn't going to last.

When he heard Kix's voice begin to rise in pitch and gasp out the ARC's name, he knew he had the perfect angle. It felt just right to him as well.

"Not . . . going . . . to . . . last," he ground out. He closed his eyes and concentrated on the sensations flowing through his limbs and trunk. Although this was his first sexual dalliance with Kix, they had been building a sort of intimacy spending their meager off-time together. He admired the medic's optimistic view of the galaxy. It seemed to mesh well with his acerbic sense of humor.

"Uuh!" Kix called out. "Yes, right there. So fucking good!"

  
The pronouncement of his partner's pleasure was too much for Fives. He came hard and in a rush, steadily pumping until he was spent. He collapsed on the other man's sweaty back lacing his arms around to Kix's chest.

After a moment of heavy breathing, he apologized quietly.

"I'm sorry. I couldn't stop myself. You were too fucking tight and hot," he said. He began trailing kisses down Kix's back, sliding his flaccid member out of the other man's body. Kix groaned at the loss of stimulation.

"I'll make it up to you," Fives assured him between kisses.

Fives had had time to think about his lost lover Echo over the past six months. He realized that he regretted that he was much more focussed on his own physical pleasure and release than he was on his brother's. Echo never complained--and he got off as often as Fives--but Fives recalled with shame that Echo often had to take care of himself.

Fives didn't want that kind of one-sided love life again. He wanted to give as well as receive the pleasure of his body.

Holding Kix toward the wall, Fives slid around to place his back to it, kneeling so that he found himself at eye level with Kix's neglected cock. It bobbed up and down with the medic's excited breathing. Kix looked down between his still outstretched arms to watch.

Fives reached a rough hand around the base of Kix's cock and pulled him to his mouth. Licking the underside, he then made little circles across the foreskin. Retracting it with his fingers, he placed the whole crown into his mouth and began sucking.

Kix kept his eyes glued to Fives. But he couldn't help his mind wandering back to the blowjob that Ahsoka had given him. Their mouths were both hot and wet. But while Ahsoka was enthusiastic, Fives had more strength and more suction. Kix moaned at the sensation.

Fives pulled off for a moment to fuel Kix's lust. "Do you like it when I suck on you?" he asked huskily.

"Yes," Kix replied with force and passion. "Suck me," he pleaded and looked into Fives' eyes. The ARC was happy to comply.

Kix couldn't help the pumping of his hips as Fives took him in again. He felt almost over-stimulated from being fucked so well without getting any release. Fives settled his head back to the wall and allowed Kix free reign to move as he liked. He kept up the suction and his tongue movement as Kix set an almost frantic pace.

"Oh, yeah. Suck that cock," Kix muttered, his eyes still glued to Fives' face.

With a gasp and a groan, Kix came just as hard as Fives had. He ground into his partner's mouth and pumped the last few centimeters until he felt his trembling abate. He pulled away from Fives, hoping he hadn't hurt the man with his enthusiasm. Fives reluctantly let Kix slide from his lips, but not without catching him in his hand for one last swipe of his tongue.

His eyes swept up to catch Kix's. He pushed his tired legs out from under him and sat flush on the floor. Kix crumpled down into his lap, straddling his legs and tucking his feet under Fives' arched knees. Kix lightly kissed Fives' swollen and red lips, cupping his face in his capable medically-trained hands.

Fives reached out to hold both himself and Kix in his hand, stroking the two of them together lightly. The silky skin of their softened cocks rubbed together deliciously. They both sighed heavily with contentment.

In the intimate aftermath of their lust, Ahsoka finally felt like she was intruding. This was their time for connection. Witnessing this felt more like she was intruding on their very thoughts and emotions. She quietly made her way to the door and exited without disturbing the pair.

The two lovers took their time kissing and caressing and talking quietly. They dressed themselves and each other slowly, making sure few signs of their tryst were visible. Relationships between the clones weren't forbidden the way Jedi were forbidden to create attachments. However, they didn't need to broadcast their partnership to the whole ship either.

Reluctantly, they walked toward the door and their lives outside of each other. They would meet again when they could. Until that private time presented itself again, they would enjoy the camaraderie they had already begun to explore.

 


End file.
